UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

AETHLON MEDICAL, INC.

Common Stock

00808Y09

Christian J. Hoffmann, III

QUARLES & BRADY LLP

Renaissance One

Two N. Central Avenue

Phoenix, Arizona 85004

(602) 229-5200

December 31, 2007

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. 00808Y09

*See Response to Item 4 below.

Not Applicable: This statement is filed pursuant to 240.13d-1(c)

The Reporting Person and Aethlon Medical, Inc. (the “Issuer”) entered into an Amended and Restated Series A Convertible Note (the “Note”) with a principal amount of $760,000 effective November 21, 2007 to amend and restate a convertible note in such amount originally issued in December 2005. The Note is convertible into shares of Common Stock of the Issuer at a price of $0.20 per share. In connection with the Note, the Issuer issued a Common Stock Purchase Warrant (the “Warrant”) exercisable to purchase 3,800,000 shares of Common Stock at a price of $0.20 per share through January 3, 2013. If the Reporting Person converted the entire principal amount of the Note and exercised the Warrant in full, it would own 7,600,000 shares of Common Stock, not counting any Common Stock the Reporting Person may already beneficially own as a result of open market purchases or otherwise.

Additionally, in January 2008 the Issuer issued to the Reporting Person 1,128,788 units composed of one share of Common Stock and one Class A Common Stock Purchase Warrant (the “Class A Warrant”) in payment of accrued interest through December 31, 2007. The Class A Warrant is exercisable to purchase 1,128,788 shares at a price of $0.20 per share through January 3, 2013. Also in January 2008, the Issuer issued 504,021 units composed of one share of Common Stock and one Class A-1 Common Stock Purchase Warrant (the “Class A-1 Warrant’) in payment of liquidated damages through December 31, 2007. The Class A-1 Warrant is exercisable to purchase 504,021 shares at a price of $0.20 per share through January 3, 2013. Both the Class A and Class A-1 Warrants contain provisions that a new warrant (the Class B Warrants”) will be issued on the basis of one Class B Warrant for every two Class A or Class A-1 Warrants exercised before February 15, 2010. The Class B Warrants are exercisable at a price of $0.60 per share for a term of five years.

However, the foregoing Note, Warrant, Class A Warrant, Class A-1 Warrant and Class B Warrants, contain provisions that the Reporting Person cannot, at any point, own more than 9.9% of the issued and outstanding Common Stock of the Issuer. Accordingly the Reporting Person may convert the Note and exercise such Warrants only to the extent that its total beneficial ownership interest of Common Stock will not exceed 9.9% after such action, including any other shares of Common Stock that the Reporting Person may own.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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