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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001019687-07-000656.txt : 20070307
<SEC-HEADER>0001019687-07-000656.hdr.sgml : 20070307
<ACCEPTANCE-DATETIME>20070307162320
ACCESSION NUMBER:		0001019687-07-000656
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070302
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070307
DATE AS OF CHANGE:		20070307

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AETHLON MEDICAL INC
		CENTRAL INDEX KEY:			0000882291
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY ANALYTICAL INSTRUMENTS [3826]
		IRS NUMBER:				133632859
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-21846
		FILM NUMBER:		07678077

	BUSINESS ADDRESS:	
		STREET 1:		7825 FAY AVENUE SUITE 200
		CITY:			LAJOLLA
		STATE:			CA
		ZIP:			92037
		BUSINESS PHONE:		2129120930

	MAIL ADDRESS:	
		STREET 1:		7825 FAY AVENUE SUITE 200
		CITY:			LAJOLLA
		STATE:			CA
		ZIP:			92037

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BISHOP EQUITIES INC
		DATE OF NAME CHANGE:	19930602
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>aethlon_8k-030707.txt
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 2, 2007

                              AETHLON MEDICAL, INC.
               (Exact name of Registrant as specified in charter)


Nevada                               000-21846                  13-3632859
(State or other jurisdiction   (Commission File Number)       (IRS Employer
of incorporation)                                         Identification Number)

                       3030 Bunker Hill Street, Suite 4000
                           San Diego, California 92109
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  (858) 459-7800

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

<PAGE>

FORWARD LOOKING STATEMENTS

         This Form 8-K and other reports filed by Registrant from time to time
with the Securities and Exchange Commission (collectively the "Filings") contain
or may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the Filings the words "anticipate, "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.

         Although Registrant believes that the expectations reflected in the
forward looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.

ITEM  5.03        Amendments to Articles of Incorporation or Bylaws

         On March 2, 2007, Aethlon Medical, Inc. (the "Company") held an annual
meeting of stockholders at the Company's executive offices for the following
purposes: (1) to elect Messers. James Joyce, Frank Barry, Dr. Richard Tullis and
Ed Broenniman (collectively, the "Nominated Board") to serve as directors of the
Company (2) to ratify the appointment of Squar, Milner, Peterson, Miranda &
Williamson, L.L.P. ("Squar Milner"), as the Company's independent auditors for
the fiscal year ending March 31, 2007 and (3) to approve an amendment to the
Company's Articles of Incorporation to increase the number of authorized shares
of the Company's common stock from 50,000,000 to 100,000,000. Stockholders
holding an aggregate of 21,763,109 shares of common stock of the Company voted
in favor of electing the Nominated Board; stockholders holding an aggregate of
21,811,789 shares of common stock of the Company voted in favor to ratify the
appointment of Squar Milner as the Company's independent auditors and
stockholders holding an aggregate of 8,628,045 shares of common stock of the
Company voted in favor of approving the amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of common stock from
50,000,000 to 100,000,000. There were 12,363,691 shares represented by broker
non-votes in connection with the proposal to increase the Company's number of
authorized shares of the Company's common stock. The number of shares voted in
favor of the three proposals was sufficient for the approval of both proposals.
A Form of Certificate of Amendment to the Articles of Incorporation is filed as
an exhibit to this current report on Form 8-K.

                                       2
<PAGE>

ITEM 9.01         Financial Statements and Exhibits

         (a)      Financial Statements of Businesses Acquired. Not applicable.

         (b)      Pro Forma Financial Information Not applicable.

         (c)      Exhibits

                  Exh. No. Description
                  -------- -----------

                  3.1      Form of Certificate of Amendment to Articles of
                           Incorporation



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  March 7, 2007                            AETHLON MEDICAL, INC.

                                                By: /s/ James A. Joyce
                                                    ----------------------------
                                                James A. Joyce
                                                Chief Executive Officer

                                       3
<PAGE>

                         EXHIBITS FILED WITH THIS REPORT



Exh. No.          Description
- --------          -----------

3.1               Form of Certificate of Amendment to Articles of Incorporation













                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>aethlon_8kex3-1.txt
<TEXT>
<PAGE>

                                                                     Exhibit 3.1

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

                          FOR NEVADA PROFIT CORPORATION
          (PURSUANT TO NRS 78,385 AND 78,390 - AFTER ISSUANCE OF STOCK)


         1. Name of Incorporation: "AETHLON MEDICAL, INC."

         2. The Articles of Incorporation have been amended as follows:

         ARTICLE V OF THE ARTICLES OF INCORPORATION OF THE CORPORATION SHALL BE
AMENDED TO READ IN FULL AS FOLLOWS:

                                   "ARTICLE V
                             COMMON STOCK AND VOTING
                             -----------------------

         THE CORPORATION SHALL HAVE THE AUTHORITY TO ISSUE AN AGGREGATE OF ONE
         HUNDRED MILLION (100,000,000) SHARES, WITH A PAR VALUE OF $.001 PER
         SHARE. ALL SHARES WILL BE OF THE SAME CLASS, DESIGNATED `COMMON'
         SHARES, WITH THE SAME RIGHTS. SHARES MAY ONLY BE ISSUED AS FULLY-PAID
         AND NON-ASSESSABLE, AND MAY BE ISSUED AT SUCH TIMES, UPON SUCH TERMS
         AND CONDITIONS AND FOR SUCH CONSIDERATION AS THE BOARD OF DIRECTORS
         SHALL DETERMINE. EACH COMMON SHARE SHALL BE ENTITLED TO ONE VOTE
         CONCERNING ALL MATTERS AS TO WHICH THE CORPORATION'S SHAREHOLDERS SHALL
         BE ENTITLED TO VOTE. THE CORPORATION'S COMMON STOCK SHALL NOT BE
         SUBJECT TO ASSESSMENT TO PAY ANY DEBTS OF THE CORPORATION."

         3. The vote by which shareholders holding shares in the corporation
         entitling them to exercise at least a majority of the voting power, or
         such greater proportion of the voting power as may be required in the
         case of a vote by classes or series, or as may be required by the
         provisions of the articles of incorporation have voted in favor of the
         amendment is: 8,628,045.


         IN WITNESS WHEREOF, the undersigned corporation has caused this
Certificate of Amendment to Articles of Incorporation to be signed by a duly
authorized officer as of this 6th day of March, 2007.

                                            AETHLON MEDICAL, INC.



                                            By: /s/ James A. Joyce
                                                --------------------------------
                                                 James A. Joyce, President


                                            By: /s/ James A. Joyce
                                                --------------------------------
                                                 James A. Joyce, Secretary

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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