October
5, 2017
VIA EDGAR
United
States Securities and Exchange Commission
Division of
Corporation Finance
100 F
Street, N.E.
Washington, D.C.
20549
Attention: Kevin J.
Kuhar, Accounting Branch Chief
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RE:
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QuantRx Biomedical
Corporation
Form 10-K for the Fiscal Year Ended December
31, 2016
Filed April 17, 2017
File No. 000-17119
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Dear
Mr. Kuhar:
This
letter is submitted on behalf of QuantRx Biomedical Corporation
(the “Company”)
in response to the comment issued by the staff of the Office of
Electronics and Machinery (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) with respect to the
Company's Annual Report on Form 10-K for fiscal year ended December
31, 2016 (the “Annual
Report”), filed on April 17, 2017, as set forth in
your letter, dated September 12, 2017 (the “Comment Letter”) addressed to Mr.
Hirschman, Acting Chief Executive Officer of the Company.
Contemporaneously herewith, the Company is filing Amendment No. 1
to the 10-K (the “10-K/A”) in response to the
Staff’s comment raised in the Comment Letter.
For
reference purposes, the Staff’s comment has been reproduced
in bold herein, with the Company’s response immediately
following the comment. The response provided herein is based upon
information provided to Disclosure Law Group, a Professional
Corporation, by the Company.
Report of Independent Registered Public Accounting Firm, page
F-2
1.
We
note that in the first and third paragraphs of the report your
auditor has only opined on the financial statements as of and for
the year ended December 31, 2016. Please file an amendment to your
Form 10-K, including the complete Item 8 and updated
certifications, to provide an audit report that opines on all the
periods presented in your financial statements - i.e., as of and
for the years ended December 31, 2016 and 2015. Refer to Rules 2-02
and 8-02 of Regulation S-X.
Response
In
response to Staff’s comment, we have included the financial
statements required by Item 8 as well as an updated audit report
opining on the financial statements covering the years ending
December 31, 2016 and 2015, and included them in the 10-K/A. In
addition, we have upated the certifications and included them in
the 10-K/A as well.
* *
*
If you
have any questions or would like to discuss our response, please
contact the undersigned at (619) 795-7050.
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Very
truly yours,
/s/ Daniel W.
Rumsey
Daniel
W. Rumsey
Managing
Director
Disclosure Law
Group, Professional Corporation
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cc:
Dr. Hirschman
Chief Executive
Officer
QuantRx Biomedical
Corporation