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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
proxy statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|_| Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive proxy statement
|_| Definitive Additional Materials
Rule 14a-6(e)(2)
|_| Soliciting Material Under ss. 240.14a-12
QUANTRX BIOMEDICAL CORPORATION
(Name of Registrants as Specified in its Charter)
(Names of Person(s) Filing proxy statement, if other than the Registrant
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
QUANTRX BIOMEDICAL CORPORATION
321 Norristown Road
Suite 230
Ambler, Pennsylvania 19002
June 16, 2006
Dear Stockholders:
On behalf of the board of directors and management of QuantRx
Biomedical Corporation (the "Company"), I cordially invite you to attend our
annual meeting of stockholders to be held on Monday, July 3, 2006 at 10:00 a.m.
local time, at The Racquet Club of Philadelphia, 215 South 16th Street,
Philadelphia, PA 19102.
The matters to be acted upon at the annual meeting are fully described
in the enclosed Notice of the Annual Meeting of Stockholders and proxy
statement. The Company's board of directors recommends a vote "FOR" the
proposals listed as items 1 and 2 in the Notice and described in the enclosed
proxy statement.
Your vote is important to us. Whether or not you plan to attend in
person, it is important that your shares be represented and voted at the annual
meeting. Therefore, after reading the enclosed proxy statement, please promptly
complete, sign, date, and return your proxy card in the enclosed envelope. Your
stock will be voted in accordance with the instructions you have given in your
proxy card. You may, of course, attend the annual meeting and vote in person
even if you have previously returned your proxy card.
We look forward to greeting you at the meeting.
Sincerely,
Walter Witoshkin
President and Chief Executive
Officer
QUANTRX BIOMEDICAL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on July 3, 2006
To the Stockholders of QuantRx Biomedical Corporation:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the "Annual
Meeting") of QuantRx Biomedical Corporation, a Nevada corporation (the
"Company"), will be held on Monday, July 3, 2006, at 10:00 a.m. local time, at
The Racquet Club of Philadelphia, 215 South 16th Street, Philadelphia, PA 19102,
for the following purposes:
(1) to elect three Class 1 Directors, to hold office until the 2007
annual meeting of stockholders or until their respective successors
have been duly elected and one Class 2 Director, to hold office until
the 2008 annual meeting of stockholders or until its successor has been
duly elected;
(2) to ratify the appointment of Williams & Webster, P.S. as the
Company's independent public accountants for the fiscal year ending
December 31, 2006; and
(3) to transact such other business as may properly come before the
Annual Meeting or at any adjournments or postponements thereof.
QuantRx' board of directors has fixed at the close of business on June
13, 2006, as the record date for determining stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournment or postponement thereof.
A proxy statement explaining the matters to be acted upon at the Annual
Meeting is enclosed herewith. This proxy solicitation material is being mailed
to stockholders on or about June 16, 2006, and includes a copy of the Company's
2005 Annual Report to Stockholders.
QuantRx' board of directors unanimously recommends you vote "FOR" the
proposals presented to you in this proxy statement.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD., REGARDLESS OF WHETHER
YOU PLAN TO ATTEND THE MEETING, AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED POSTAGE PREPAID ENVELOPE IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE
ASSURED. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER
OR VOTE YOUR SHARES IN PERSON IN THE EVENT THAT YOU SHOULD ATTEND THE MEETING.
.
By Order of the Board of Directors
Walter Witoshkin, President and Chief Executive Officer
Ambler, Pennsylvania
June 16, 2006
QUANTRX BIOMEDICAL CORPORATION
321 Norristown Road, Suite 230
Ambler, Pennsylvania 19002
PROXY STATEMENT
GENERAL INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
This proxy statement is furnished to the stockholders of QuantRx Biomedical
Corporation, of record as of June 13, 2006 in connection with the solicitation
of proxies by the Board of Directors (the "Board") of the Company for the
Company's Annual Meeting of Stockholders (the "Annual Meeting"), to be held on
Monday, July 3, 2006, at 10:00 a.m. EDT, at The Racquet Club of Philadelphia;,
215 South 16th Street;, Philadelphia, PA 19102.
The approximate date for mailing of the Notice of Annual Meeting of
Stockholders, this proxy statement and the form of proxy is June 16, 2006.
RECORD DATE AND OUTSTANDING SHARES
Only holders of record of the Company's common stock on June 13, 2006, or the
record date, are entitled to notice of and to vote at the Annual Meeting. As of
that date, there were 30,577,294 shares of common stock outstanding and entitled
to one vote per share ("the Outstanding Shares").
SOLICITATION OF PROXIES
The cost of preparing, printing and mailing this proxy statement and the proxy
solicited hereby has been or will be borne by the Company. In addition to this
mailing, proxies may be solicited by directors, officers and other employees of
the Company, without additional remuneration, in person or by telephone or
facsimile transmission. The Company will also request brokerage firms, bank
nominees, custodians, and fiduciaries to forward proxy materials to the
stockholders as of the record date and will provide reimbursement for the cost
of forwarding the proxy materials in accordance with customary practice. Your
cooperation in promptly completing, signing, dating and returning the enclosed
proxy card will help avoid additional expense.
QUORUM AND VOTING
Each Outstanding Share entitles the holder thereof to one vote upon each matter
to be presented at the Annual Meeting. Stockholders are not entitled to
cumulative voting rights in the election of directors. A quorum, consisting of
one-third of the Outstanding Shares, must be present in person or by proxy for
the transaction of business.
If a quorum is present:
(i) nominees for election to the Board will be elected by a
plurality of the votes properly cast at the Annual Meeting by
holders of the Outstanding Shares; and
(ii) the appointment of Williams & Webster, P.S., will be ratified
if such proposal receives the affirmative vote of a majority of
the Outstanding Shares represented at the Annual Meeting.
Abstentions and other non-votes are counted for purposes of determining whether
a quorum exists at the Annual Meeting, but have no effect on the determination
of whether a plurality exists with respect to a given nominee.
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Proxies and ballots will be received and tabulated by Computershare Investor
Services, the Company's transfer agent.
Each proxy returned to the Company will be voted in accordance with the
instructions indicated thereon. If no instructions are indicated, the shares
will be voted "FOR" the (i) election of the nominees for the Board named in this
proxy statement; and (ii) ratification of the appointment of Williams & Webster,
P.S. as independent public accountants for the fiscal year ending December 31,
2006.
REVOCABILITY OF PROXIES
Any proxy delivered pursuant to this solicitation is revocable at the option of
the person giving it at any time before it is exercised. A proxy may be revoked
prior to its exercise by delivering to the Company's Secretary a written notice
of revocation or a duly executed proxy card bearing a later date, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not in and of itself constitute a revocation of a proxy.
CORPORATE GOVERNANCE
THE BOARD OF DIRECTORS
The Board is currently comprised of four Directors. The four Directors are
divided into two classes as follows: three Class 1 Directors (Evan Levine,
William Fleming and Shalom Hirschman), and one Class 2 Director (Walter
Witoshkin). Pursuant to the Company's Bylaws, the members of each class serve
for a staggered two-year term and, at each annual meeting of stockholders, a
class of directors is elected for a two-year term to succeed the director of the
same class whose terms are expiring. The current terms of the Class 1 Directors
and Class 2 Directors are set to expire at the annual meeting of stockholders
held following the end of calendar years 2006 and 2007, respectively.
The Board held four meetings during the last fiscal year. Each member of the
Board attended all four such meetings.
BOARD COMMITTEES
The Board has an audit committee which consists of Shalom Hirschman and William
Fleming. The Company does not yet have an "audit committee financial expert," as
defined by SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002. In
addition, the Company has not yet established a compensation committee and a
nominating committee. It is anticipated that these committees will be
established following the election of directors at the Annual Meeting.
The audit committee supervises and monitors the Company's accounting and
financial reporting practices and provides a channel of communication between
QuantRx' board of directors and the Company's independent auditors.
The audit committee reviews and makes recommendations to the Board regarding
services provided by the independent accountants, reviews with the independent
accountants the scope and results of their annual examination of the Company's
financial statements and any recommendations they may have, and makes
recommendations to the Board with respect to the engagement or discharge of the
independent accountants. The audit committee also reviews the Company's
procedures with respect to maintaining books and records, the
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adequacy and implementation of internal auditing, accounting and financial
controls, and the Company's policies concerning financial reporting and business
practices.
2005 AUDIT COMMITTEE REPORT
We, the audit committee, oversee the Company's accounting and financial
reporting processes and assist the Board in its oversight of the qualifications,
independence and performance of the Company's independent auditors. In
fulfilling our oversight responsibilities, we discussed with the Company's
independent auditors, Williams & Webster, P.S., the overall scope and plans for
their audit. Upon completion of the audit, we discussed with Williams & Webster,
P.S. the matters required to be discussed by Statement on Auditing Standards No.
61.
We also reviewed and discussed the audited financial statements with management.
We discussed with management certain significant accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in those
financial statements.
We have also reviewed the written disclosures and the letter from the
independent accountants required by Independence Accounting Standards No. 1 and
discussed with the independent accountants the independent accountants'
independence from management and the Company. We determined that the services
provided by Williams & Webster, P.S. during fiscal year 2005 are compatible with
maintaining such auditor's independence.
In reliance on the reviews and discussions referred to above, we recommended to
the Board (and the Board approved) that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2005 for filing with the Securities and Exchange Commission.
AUDIT COMMITTEE
William Fleming, Chairman
Shalom Hirschman, Member
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The board of directors proposes that at the Annual Meeting Evan Levine,
William Fleming and Shalom Hirschman be elected as Class 1 Directors to hold
office for a term of one year (or until successors are elected and qualified)
and that Walter Witoshkin be elected as a Class 2 Director to hold office for a
term of two years (or until successors are elected and qualified.) As noted
above, each of these nominees is currently serving as a member of QuantRx' board
of directors. Commencing in 2007, and at each annual meeting of stockholders
thereafter, the successors to the class of directors whose terms expire at that
meeting will be elected to hold office for a term of two years, and each
director will serve for the term he or she was elected or until his or her
successor will have been elected or qualified or until his or her death,
resignation or removal from office. The Class 1 and Class 2 Directors must be
elected by a plurality of the votes properly cast at the Annual Meeting.
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RECOMMENDATION
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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES LISTED
ABOVE.
INFORMATION REGARDING NOMINEES AND EXECUTIVE OFFICERS
The following biographical descriptions set forth certain information
with respect to the four nominees for election as Class 1 and 2 Directors and
the other executive officers who are not directors.
DIRECTORS AND EXECUTIVE OFFICERS AGE POSITION
-------------------------------- --- --------
Evan Levine 40 Director
William H. Fleming, Ph.D. 59 Chief Scientific Officer, Secretary, and Director
Shalom Hirschman, M.D. 69 Director
Walter Witoshkin 61 President, Chief Executive Officer, and Director
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
----------------------------------------
Cynthia Horton 41 Vice President, Diagnostics
Sasha Afanassiev 38 Treasurer, Chief Financial Officer, and Vice
President, Finance
Class 1 Director Nominees - Term Expiring in 2007.
EVAN LEVINE has served as a Director of QuantRx since September, 2005.
Mr. Levine is currently Vice Chairman, President and Chief Executive Officer of
ADVENTRX Pharmaceuticals, Inc. a publicly traded biotechnology company. Mr.
Levine is also the Managing Member of Mark Capital, LLC, a Venture Capital Fund.
Mr. Levine has over 18 years of investment banking, venture capital, arbitrage
and senior corporate management experience.
WILLIAM H. FLEMING, Ph.D., has served as Vice Chairman-Diagnostics of
QuantRx since August of 1997 and as a Director and Secretary of QuantRx since
February 1994. From February 1994 to August 1997, Dr. Fleming served as
President and Chief Operating Officer of QuantRx. He served as President, Chief
Operating Officer and a director of ProFem from July 1993, until its merger with
QuantRx in June 1994. From April 1992 to July 1993, Dr. Fleming served as an
associate of Sovereign Ventures, a healthcare consulting firm; and as a director
of corporate development of Antivirals, Inc., a biotechnology company operating
in the antisense technology field. Dr. Fleming is currently a director of ERC, a
non-profit company.
SHALOM HIRSCHMAN, M.D., has served as a Director of QuantRx since
September, 2005. Dr. Hirschman was Professor of Medicine, Director of the
Division of Infectious Diseases and Vice-Chairman of the Department of Medicine
at Mt. Sinai School of Medicine and the Mount Sinai Hospital. He spent nearly
three decades at Mt. Sinai until his retirement. He also served as the CEO,
President and Chief Scientific Officer of Advanced Viral Research Corp., from
which he retired in 2004.
Class 2 Director Nominee; Term Expiring in 2008.
WALTER WITOSHKIN has served as Director, President and CEO of QuantRx
since April 2005. Mr. Witoshkin is a partner and founder of Trident Group, LLC,
a management consulting enterprise. Mr. Witoshkin has held various executive
positions in the pharmaceutical industry and served as a Chief Financial Officer
for SmithKline Beechman. Mr. Witoshkin currently maintains his interest in
Trident Group, LLC.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
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CYNTHIA HORTON has served as the Company's Vice President of
Diagnostics since August 2005. Prior to this post, Mrs. Horton was the national
sales manager for Applied Biotech, Inc., an Inverness Medical Innovations
Company, and directed sales for Drugs of Abuse POC's, Professional POC's for
Women Health and branded OTC products for private label customers, at ABI, and
its predecessor Forefront Diagnostics.
SASHA AFANASSIEV, CPA, has served as Company's CFO and Vice
President-Finance of QuantRx since September, 2005. In addition, Mr. Afanassiev
has served as Treasurer of the Company since December 2005. Prior to this, Mr.
Afanassiev was the principal and founder of an accounting and tax consulting
firm. Mr. Afanassiev currently maintains his interest in the firm.
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth summary information
as to compensation received by the Company's Chief Executive Officer and each of
the other most highly compensated persons who were serving as executive officers
of the Company as of December 31, 2005.
ANNUAL SECURITIES ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY UNDERLYING OPTIONS COMPENSATION
- ------------------------- ---- ------ ------------------ ------------
Walter W. Witoshkin 2003 - - -
CEO & President 2004 - - -
2005 112,500 1,000,000 -
William H. Fleming 2003 - - 12,472
Secretary & Chief Scientific Officer 2004 - - 31,815
2005 67,292 - 51,500
Sasha Afanassiev 2003 - - -
CFO, Treasurer & V.P. of Finance 2004 - - -
2005 19,250 - -
Cynthia Horton 2003 - - -
V.P. of Diagnostics 2004 - - -
2005 45,833 - 10,000
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GRANT OF STOCK OPTIONS
The following table sets forth information regarding all options
granted in the year ended December 31, 2005.
PERCENT OF TOTAL
NUMBER OF OPTIONS GRANTED
SHARES OF TO EMPLOYEES IN
COMMON STOCK THE YEAR ENDED
UNDERLYING DECEMBER 31, EXERCISE EXPIRATION
OPTIONS GRANTED 2005 PRICE DATE FAIR VALUE OF GRANT
------------------ ----------------- -------- ---------- -------------------
Walter W. Witoshkin 1,000,000 100% 0.50 05/03/2015 298,900
Exercise of Stock Options and Year-End Option/Warrant Values
No executive officer exercised any options during the year ended
December 31, 2005.
The following table provides information regarding the number of shares
covered by both exercisable and unexercisable stock options held by the named
executive officers as of December 31, 2005, and the value of "in-the-money"
options, which values represent the positive spread between the exercise price
of any such options and the year-end value of the common stock of the Company.
VALUE OF IN-THE-MONEY
NUMBER OF SECURITIES UNDERLYING UNEXERCISED
OPTIONS AT DECEMBER 31, 2005 OPTIONS AT DECEMBER 31, 2005
---------------------------------------- -----------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
Walter W. Witoshkin 481,218 518,782 548,589 591,411
The value is based on the closing price of common stock of the Company
of $1.64 on December 31, 2005, less the option exercise price.
Employment Agreements
As of December 31, 2005, QuantRx has an employment agreement with Walter
Witoshkin, its President and Chief Executive Officer.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of June 13, 2006,
concerning the ownership of common stock by (i) each stockholder of the Company
known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of common stock or preferred stock, (ii) each current member
of the board of directors of the Company and (iii) each executive officer of the
Company named in the Summary Compensation Table appearing under "Executive
Compensation" above.
The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
that rule, beneficial ownership includes any shares as to which the individual
or entity has voting power or investment power and any shares that the
individual has the right to acquire within 60 days through the exercise of any
stock option or other right. Unless otherwise indicated in the footnotes or
table, each person or entity has sole voting and investment power, or shares
such powers with his or her spouse, with respect to the shares shown as
beneficially owned.
The Company had only common stock outstanding at June 13, 2006; therefore the
following table refers to our common stock.
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NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF BENEFICIAL PERCENTAGE OF CLASS (2)
OWNER (1) OWNERSHIP AS OF JUNE 13, 2006
Walter W. Witoshkin 629,436 2.02%
William H. Fleming 492,034 1.61%
Shalom Hirschman 500,000 1.64%
Evan Levine(3) 6725
Mesa Ridge Road, Suite 100 4,963,209 16.14%
San Diego, CA 92121
Matthew Balk(4) 570
Lexington Avenue 5,728,009 18.73%
New York, NY 10021
Cass Gunther Adelman(5) 570
Lexington Avenue 2,100,000 6.87%
New York, NY 10021
Mark Capital, LLC 6725
Mesa Ridge Road, Suite 100 3,938,009 12.80%
San Diego, CA 92121
Sherbrooke Partners, LLC 570
Lexington Avenue 4,508,009 14.74%
New York, NY 10021
CGA Resources, LLC 570
Lexington Avenue 1,800,000 5.89%
New York, NY 10021
(1) Unless indicated otherwise, the address of each person listed in
the table is: c/o QuantRx Biomedical Corporation, 320 Norristown
Road, Suite 230, Ambler, PA 19002.
(2) The percentage of beneficial ownership of common stock is based on
30,577,294 shares of common stock outstanding as of June 13, 2006
and excludes all shares of common stock issuable upon the exercise
of outstanding options or warrants to purchase common stock or
conversion of any common stock equivalents, other than the shares
of common stock issuable upon the exercise of options or warrants
to purchase common stock held by the named person to the extent
such options or warrants are exercisable within 60 days of June 13,
2006.
(3) Includes 3,758,009 shares of common stock and 180,000 warrants to
purchase common stock held by Mark Capital, LLC, of which Evan
Levine is the managing member; 990,000 shares of common stock held
by Mr. Levine as custodian for his two children; and 35,200 shares
of common stock held by Mr. Levine's retirement plan.
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(4) Includes 4,508,009 shares of common stock held by Sherbrooke
Partners, LLC, of which Matthew Balk is the sole member; and
1,220,000 shares of common stock held by Mr. Balk as custodian for
his two children.
(5) Includes 1,800,000 shares of common stock held by CGA Resources,
LLC, of which Cass G. Adelman is the sole member; and 300,000
shares of common stock held as custodian for her two children.
SECTION 16(B) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's Directors and officers, and persons who own more
than 10% of a registered class of the Company's equity securities ("Section 16
Persons"), to file with the SEC initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Section 16 Persons are required by SEC regulation to furnish the Company with
copies of all Section 16(a) reports they file. Based on the Company's review of
the forms it has received, on other reports filed by Section 16 Persons with the
SEC and on the Company's records, the Company believes that during 2005, (1)
Shalom Hirschman did not timely file a Form 3 to report the beneficial ownership
of 500,000 warrants to purchase 500,000 shares of common stock and did not
timely file a Form 4 for the acquisition of 500,000 common shares upon the
exercise of those warrants, (2) Walter Witoshkin did not timely file a Form 3 to
report the grant of 1,000,000 common stock options, (3) Evan Levine did not
timely file a Form 3 to report the beneficial ownership of our capital stock,
and (4) Matthew Balk did not timely file a Form 3, as a more than 10% owner, to
report the beneficial ownership of our capital stock.
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PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC
ACCOUNTANTS
The Board proposes that at the Annual Meeting the Stockholders ratify the
appointment of Williams & Webster, P.S. as independent public accountants of the
Company for the fiscal year ending December 31, 2006.
RECOMMENDATION
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THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT
OF WILLIAMS & WEBSTER, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company engaged Williams & Webster, P.S. to serve as the Company's
independent public account during the fiscal year ended December 31, 2005. A
representative of Williams & Webster, P.S. will be present at the Annual
Meeting, and will have an opportunity to make a statement if he or she desires
to do so, and will be available to respond to appropriate questions from
stockholders.
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The aggregate fees billed for professional services rendered by Williams &
Webster, P.S. for the audit of the Company's annual financial statements and
review of financial statements included in the Company's Forms 10-QSB for years
2005 and 2004 are set forth in the table below.
2005 2004
Williams & Webster, P.S, $31,598 $27,624
AUDIT RELATED FEES
During the years ended December 31, 2005 and 2004, no assurance or
related services were performed by Williams & Webster P.S. that were reasonably
related to the performance of the audit or review of the Company's financial
statements.
TAX FEES
During the years ended December 31, 2005 and 2004, no fees were billed
by Williams & Webster, P.S. for tax compliance, tax advice or tax planning
services.
ALL OTHER FEES
During the years ended December 31, 2005 and 2004, no fees were billed
by Williams & Webster, P.S. other than the fees set forth under the caption
"Audit Fees" above.
PRE-APPROVAL POLICIES AND PROCEDURES OF THE AUDIT COMMITTEE
The Audit Committee has the sole authority to appoint, terminate and
replace our independent auditor. The Audit Committee may not delegate these
responsibilities. The Audit Committee has the sole authority to approve the
scope, fees and terms of all audit engagements, as well as all permissible
non-audit engagements of our independent auditor.
PROPOSALS OF STOCKHOLDERS
Any stockholder wishing to have a proposal considered for inclusion in
the proxy materials for the Company's 2006 Annual Meeting of Stockholders must
set forth such proposal in writing and file it with the Secretary of the Company
no later than a reasonable time before the Company begins to print and mail its
proxy
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materials for the Company's 2006 Annual Meeting of stockholders. In addition, if
the Company receives notice of a shareholder proposal later than a reasonable
time before the Company mails its proxy materials for the Company's 2006 Annual
Meeting of Stockholders, the persons named as proxies in the proxy statement and
accompanying proxy will have discretionary authority to vote on that shareholder
proposal.
INCORPORATION BY REFERENCE
The Financial Statements and the Management's Discussion and Analysis
of Financial Condition and Results of Operations contained in the Company's
Annual Report to Stockholders for the fiscal year ended December 31, 2005,
transmitted with the proxy statement, are hereby incorporated by reference. No
other portions of the Annual Report shall be deemed incorporated herein.
FINANCIAL INFORMATION
THE COMPANY'S 2005 ANNUAL REPORT TO STOCKHOLDERS ACCOMPANIES THESE
MATERIALS. COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2005 MAY BE OBTAINED FROM THE COMPANY WITHOUT CHARGE
UPON WRITTEN REQUEST TO THE COMPANY. REQUESTS SHOULD BE DIRECTED TO THE CHIEF
FINANCIAL OFFICER, QUANTRX BIOMEDICAL CORPORATION, 321 NORRISTOWN ROAD, SUITE
230, AMBLER, PENNSYLVANIA 19002.
By Order of the Board of Directors
/s/ Walter Witoshkin
----------------------------------------
Walter Witoshkin, President and
Chief Executive Officer
June 16, 2006
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PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JULY 3, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Walter Witoshkin and William H.
Fleming, and each of them, as Proxies, with full power of substitution, and
hereby authorizes them to represent and to vote, as designed below, all the
shares of Common Stock of QuantRx Biomedical Corporation (the "Company") held of
record by the undersigned on December 31, 2005, at the Annual Meeting of
Stockholders to be held on July 3, 2006 or at any adjournment thereof.
1. ELECTION OF DIRECTORS.
Elections of the following three nominees to serve as Class 1 directors
for a one-year term or until their successors are duly elected and qualified.
Evan Levine Shalom Hirschman William Fleming
|_| FOR all nominees |_| WITHHOLD AUTHORITY
to vote for all nominees
|_| WITHHOLD AUTHORITY for the following only:
(write the name(s) of the nominee(s) in this space)
Election of the following nominee to serve as a Class 2 director for a
two-year term or until their successors is duly elected and qualified.
Walter Witoshkin
|_| FOR all nominees |_| WITHHOLD AUTHORITY
to vote for all nominees
|_| WITHHOLD AUTHORITY for the following only:
(write the name(s) of the nominee(s) in this space)
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This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR ALL NOMINEES."
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2. RATIFICATION OF INDEPENDENT AUDITORS FOR FY2006. Ratify the selection
of Williams & Webster, P.S. as the Company's independent auditors for the fiscal
year ending December 31, 2006.
|_| FOR |_| AGAINST |_| ABSTAIN
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR THE RATIFICATION OF WILLIAMS AND WEBSTER, P.S.".
Please sign below exactly as your name
appears on your stock certificate. When
shares are held jointly, each person should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. An authorized
person should sign on behalf of
corporations, partnerships, limited
liabilities companies and associations and
give his or her title.
Dated:
--------------------------------, 2006
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Signature
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Signature if held jointly
YOUR VOTE IS IMPORTANT. PROMPT RETURN OF THIS PROXY CARD WILL HELP SAVE THE
EXPENSE OF ADDITIONAL SOLICITATION EFFORTS.
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