The following discussion of our financial condition should be read in conjunction with the financial statements and notes to financial statements included elsewhere in this filing. The following discussion (as well as statements in Item 1 above and elsewhere) contains forward-looking statements within the meaning of the Private Securities Litigation Act of 1995 that involve risks and uncertainties. Some or all of the results anticipated by these forward-looking statements may not occur. Forward-looking statements involve known and unknown risks and uncertainties including, but not limited to, trends in the biotechnology, healthcare, and pharmaceutical sectors of the economy; competitive pressures and technological developments from domestic and foreign genetic research and development organizations which may affect the nature and potential viability of our business strategy; and private or public sector demand for products and services similar to what we plan to commercialize. We disclaim any intention or obligation to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Unless otherwise indicated or the context otherwise requires, all references in this report to "we", "our", "us", the "Company" or similar terms refer to QuantRx Biomedical Corporation, a Nevada corporation.





Overview


We have developed and intend to commercialize our patented miniform pad ("PAD") and PAD based over-the-counter products for the treatment of hemorrhoids, minor vaginal infection, urinary incontinence, general catamenial uses and other medical needs. We are also developing and intend to commercialize genomic diagnostics for the laboratory market, based on our lateral flow patents. Our platforms include: inSync®, UniqueTM, and OEM branded over-the-counter and laboratory testing products based on our core intellectual property related to our PAD technology.

The continuation of our operations remains contingent upon the receipt of additional financing required to execute our business and operating plan, which is currently focused on the commercialization of our PAD technology, either directly or through a joint venture or other relationship intended to increase shareholder value. In the interim, we have nominal operations, focused principally on maintaining our intellectual property portfolio and maintaining compliance with the public company reporting requirements. In order to continue as a going concern, we will need to raise capital, which may include through the issuance of debt and/or equity securities. No assurances can be given that we will be able to obtain additional financing under terms favorable to us, if at all, or otherwise successfully develop a business and operating plan or enter into an alternative relationship to commercialize our PAD technology.

Our principal business line consists of over-the-counter commercialization of our InSync feminine hygienic interlabial pad, the Unique® Miniform for hemorrhoid application, and other treated miniforms (the "OTC Business"), as well as maintaining established and continuing licensing relationships related to the OTC Business. We also own certain diagnostic testing technology that is based on our lateral flow patents (the "Diagnostic Business", and collectively with the OTC Business, the "Business"). Management believes this corporate structure permits us to more efficiently explore options to maximize the value of the Business, with the objective of maximizing the value of the Business for the benefit of the Company and our shareholders.

Our current focus is to obtain additional working capital necessary to continue as a going concern, and to develop a longer term financing and operating plan to: (i) commercialize our over-the-counter products either directly or through joint ventures, mergers or similar transactions intended to capitalize on potential commercial opportunities; (ii) contract manufacturing of our over-the-counter products to third parties while maintaining control over the manufacturing process; (iii) maintain our intellectual property portfolio with respect to patents and licenses pertaining to both the OTC Business and the Diagnostics Business; and (iv) maximize the value of our investments in non-core assets. As a result of our current financial condition, however, our efforts in the short-term will be focused on obtaining financing necessary to maintain the Company as a going concern.

While we expect the impacts of COVID-19 to have an adverse effect on our ability to successfully obtain working capital necessary to continue as a going concern and to develop a longer-term financing and operating plan, we are unable to predict the extent or nature of these impacts at this time.





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The following discussion of our financial condition should be read together with our financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the "SEC") on April 15, 2022.





Results of Operations


Comparison of the Three and Nine Months Ended September 30, 2022 to the Three and Nine Months Ended September 30, 2021.

The Company did not generate any revenue during the three and nine months ended September 30, 2022 or the three and nine months ended September 30, 2021. The absence of revenue is due to no royalty revenue attributable to the Company's PAD technology received during the periods. Management does not anticipate that the Company will generate any revenue until such time as the Company develops a plan to commercialize its over-the-counter products, which is contingent on the receipt of financing.

Sales, general and administrative expense for the three months ended September 30, 2022 and 2021 was $2,903 and $2,810, respectively. Sales, general and administrative expense for the nine months ended September 30, 2022 and 2021 was $9,514 and $9,457, respectively. Sales, general and administrative expense includes, but is not limited to, consulting expense, office and insurance expense, accounting and other costs to maintain compliance with the Company's SEC reporting requirements. The increase in sales, general and administrative expense for the three and nine months ended September 30, 2022 is principally due to higher costs for the Company's transfer agent, in the 2022 periods.

Professional fees for the three months ended September 30, 2022 and 2021 were $4,347 and $5,732, respectively. Professional fees for the nine months ended September 30, 2022 and 2021 were $28,242 and $27,363, respectively. Professional fees include the costs of legal, consulting and auditing services provided to us. The decrease in professional fees for the three months ended September 30, 2022 is principally due to lower legal and accounting fees paid in the 2022 three-month periods. The increase in professional fees for the nine months ended September 30, 2022 is principally due to higher legal and accounting fees in the 2022 nine-month periods.

The Company did not incur any research and development costs during the three or nine months ended September 30, 2022 or 2021. The Company does not expect to engage in any research and development activity until funding is secured and it develops a plan to commercialize its products.

Interest expense for the three months ended September 30, 2022 and 2021 was $53,916 and $54,473, respectively. Interest expense for the nine months ended September 30, 2022 and 2021 was $161,712 and $162,183, respectively. The decrease in interest expense in the 2022 periods compared to the 2021 periods is slightly lower due to timing.

During the three months ended September 30, 2022 and 2021, the Company recorded net losses of $61,166 and $63,015, respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded net losses of $199,468 and $199,003, respectively. The decrease in net loss during the three months ended September 30, 2022 and 2021 are due primarily to lower expenses during the 2022 three-month periods, as discussed above. The increase in net loss during the nine months ended September 30, 2022 periods is primarily due higher expenses during the 2022 nine-month periods, as discussed above.

The Company expects net loss to decrease in future periods due to the current suspension of its active operations and its lack of revenue. The Company does not expect to re-commence active operations until it is able to secure financing necessary to execute its business and operating plan, including the development and launch of its OTC Business, or to otherwise capitalize on our PAD technology.





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Liquidity and Capital Resources

At September 30, 2022, the Company had cash and cash equivalents of $3,884 as compared to $5,950 at December 31, 2021.

The Company had cash and cash equivalents of $21,051 at September 30, 2021. The decrease in cash and cash equivalents between the corresponding 2022 and 2021 periods of approximately $17,167 is primarily attributable to cash used for operations in the 2021 and 2022 periods.

During the nine months ended September 30, 2022, the Company used $33,066 for operating activities, compared to $34,377 used during the nine months ended September 30, 2021. The net overall decrease in cash used for operating activities during the nine months ended September 30, 2021 is attributable primarily to lower interest expense in the 2022 period.

During the nine months ended September 30, 2022, the Company received a shareholder loan of $31,000 to support operations. The parties are currently negotiating the terms of the shareholder loan, although it is currently anticipated that such loan will be in the form of a convertible promissory note with interest accruing beginning after the date of this Report.

The Company has not generated sufficient revenue from operations to meet its operating expenses. The Company requires additional funding to complete the development and launch of its OTC Business, or to otherwise capitalize on its PAD technology. The Company has historically financed its operations primarily through issuances of equity and the proceeds of debt instruments. In the past, the Company has also provided for its cash needs by issuing shares of its Common Stock, options and warrants for certain operating costs, including consulting and professional fees.

Management believes that given the current economic environment and the continuing need to strengthen our cash position, there is substantial doubt about our ability to continue as a going concern. We are pursuing various funding options, including licensing opportunities and the sale of investment holdings, as well other financing transactions, to obtain additional funding to continue the development of our products and bring them to commercial markets. There can be no assurance that we will be successful in our efforts. Should we be unable to raise adequate financing or generate sufficient revenue in the future, the Company's business, results of operations, liquidity and financial condition would be materially and adversely harmed.

The Company believes that the ability of the Company to re-commence operations, and therefore continue as a going concern is dependent upon its ability to do any or all of the following:





  ? obtain adequate sources of funding to pay operating expense and fund long-term
    business operations;

  ? enter into a licensing or other relationship that allows the Company to
    commercialize its products;

  ? manage or control working capital requirements by reducing operating expense;
    and

  ? develop new, and enhance existing, relationships with product distributors and
    other points of distribution for the Company's products.



There can be no assurance that the Company will be successful in achieving its short- or long-term plans as set forth above, or that such plans, if consummated, will enable the Company to obtain profitable operations or continue in the long-term as a going concern.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.





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Critical Accounting Policies


The listing below is not intended to be a comprehensive list of all of our accounting policies. In most cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States. In addition to the listing below accounting policies listed below, please See to Note 3 to the Financial Statements.





Impairment of Assets


We assess the impairment of long-lived assets, including our other intangible assets, at least annually or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The determination of related estimated useful lives and whether or not these assets are impaired involves significant judgments, related primarily to the future profitability and/or future value of the assets. Changes in our strategic plan and/or market conditions could significantly impact these judgments and could require adjustments to recorded asset balances. We hold investments in companies having operations or technologies in areas which are within or adjacent to our strategic focus when acquired, all of which are privately held and whose values are difficult to determine. We record an investment impairment charge if we believe an investment has experienced a decline in value that is other than temporary. Future changes in our strategic direction, adverse changes in market conditions or poor operating results of underlying investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in an investment's current carrying value, thereby possibly requiring an impairment charge in the future.

In determining fair value of assets, the Company bases estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets that are not readily apparent from other sources. Actual fair value may differ from management estimates resulting in potential impairments causing material changes to certain assets and results of operations.

Genomics USA, Inc. ("GUSA"): During the years ended December 31, 2018 and 2017, the Company had recorded losses of $0 and $169,948, respectively, on an impairment on the value of its Common Stock investment in GUSA. The Company has valued the impairment based on the dilution of the Company's investment and certain other factors. As of December 31, 2018, the Company has fully impaired its investment in GUSA.

Global Cancer Diagnostics, Inc. ("GCD"): During 2015, the Company entered into a letter of intent with GCD, which provided for, among other things, the advance payment of $50,000 towards a potential business combination. During 2017, the Company determined the full amount of the advanced payment to be impaired.

Preprogen LLC ("Preprogen"): During the years ended December 31, 2019 and December 31, 2018, the Company recorded a loss of $222,000 and $278,000, respectively, on an impairment on the value of its investment in Preprogen. The Company has valued the impairment based on an evaluation by a third-party using the value of similar investments in comparable companies. The Company has fully impaired its investment in Preprogen.





Deferred Taxes


We recognize deferred tax assets and liabilities based on differences between the financial statement carrying amounts and tax bases of assets and liabilities, which requires management to perform estimates of future transactions and their respective valuations. We review our deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that the Company will not realize the benefit of the net deferred tax asset. At September 30, 2022 and December 31, 2021, a valuation allowance has been established. The likelihood of a material change in the valuation allowance depends on our ability to generate sufficient future taxable income. In the future, if management determines that the likelihood exists to utilize the Company's deferred tax assets, a reduction of the valuation allowance could materially increase the Company's net deferred tax asset.

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