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): November 24, 2008

QuantRx Biomedical Corporation

(Exact name of Registrant as Specified in Charter)

Nevada	0-17119	33-0202574
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 S. Main Street, Suite 300 Doylestown, Pennsylvania	18901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (267) 880-1595  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Appointment of William H. Fleming, Ph.D. to President – Diagnostics and Chief Scientific Officer

On November 24, 2008, the Board of Directors of QuantRx Biomedical Corporation named William H. Fleming, Ph.D., President – Diagnostics and Chief Scientific Officer.  Dr. Fleming currently serves as Chief Scientific Officer, Director and Secretary of QuantRx.

Departure of Vice President of Diagnostics

On the same date, the Board of Directors of QuantRx Biomedical Corporation accepted the resignation of Cindy Horton as Vice President of Diagnostics effective November 30, 2008.

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 thereunto duly authorized.

	QUANTRX BIOMEDICAL CORPORATION
Date: December 18, 2008	By:	/s/ Walter Witoshkin Walter Witoshkin
		Chairman and Chief Executive Officer