SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003


[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934



                         Commission file number: 0-27848


                                 BIOFIELD CORP.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Delaware                                               13-3703450
-------------------------------                              -------------------
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)


                         Suite M, 1025 Nine North Drive
                            Alpharetta, Georgia 30004
                    ----------------------------------------
                    (Address of principal executive offices)

                                 (770) 740-8180
                ------------------------------------------------
                (Issuer's telephone number, including area code)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

              25,286,223 shares of common stock as of May 1, 2003.


Transitional Small Business Disclosure Form     Yes [ ]    No [X]
<PAGE>

                                 BIOFIELD CORP.

                                   FORM 10-QSB

                                      INDEX


                                                                     Page Number
                                                                     -----------

PART I.      FINANCIAL INFORMATION

Item 1.
Financial Statements

             Consolidated Balance Sheets as of March 31, 2003 and
             December 31, 2002 (unaudited) ..........................     3

             Consolidated Statements of Operations for the three
             months ended March 31, 2003 and 2002 and for the
             period October 16, 1987 (date of inception) through
             March 31, 2003 (unaudited) .............................     4

             Consolidated Statements of Stockholders' Equity
             (Deficit) for the period October 16, 1987 (date of
             inception) through March 31, 2003 (unaudited) ..........     5

             Consolidated Statements of Cash Flows for the three
             months ended March 31, 2003 and 2002 and for the period
             October 16, 1987 (date of inception) through March 31,
             2003 (unaudited) .......................................     9

             Notes to Unaudited Consolidated Financial Statements ...    11

Item 2.      Management's Discussion and Analysis of Financial
             Condition and Results of Operations ....................    12


Item 3.      Controls and Procedures ................................    16

PART II.     OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K .......................    16


SIGNATURES ..........................................................    17


                                        2
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
-------------------------------------------------------------------------------------
(unaudited)
                                                           March 31,     December 31,
                                                         ------------    ------------
                                                             2003            2002
<S>                                                      <C>             <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                    25,197           1,413
  Accounts receivable                                          71,000          71,000
  Inventories                                                  83,438          83,438
  Other current assets                                         15,810          34,017
                                                         ------------    ------------
    Total current assets                                      195,445         189,868

PROPERTY AND EQUIPMENT - Net                                   15,101          18,054
OTHER ASSETS                                                   22,753          22,753
PATENT AND PATENT APPLICATION - Net                           276,896         286,295
                                                         ------------    ------------
    TOTAL                                                $    510,195    $    516,970
                                                         ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                            868,010         896,018
  Accrued expenses                                            158,023         129,276
  Due to affiliate                                             68,314          68,314
  Line of credit borrowings                                   969,764       1,000,000
  Advances from stockholder                                 1,525,000       1,050,000
                                                         ------------    ------------
    Total current liabilities                               3,589,111       3,143,608

LONG-TERM LIABILITIES:
  Long-term debt - related party                              450,000         450,000
                                                         ------------    ------------
    Total long-term liabilities                               450,000         450,000

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred Stock, $.001 par value; authorized
    12,300,000 undesignated shares;
    no shares issued or outstanding
  Common Stock, $.001 par value; authorized 40,000,000
    shares; issued 27,592,354 at March 31, 2003 and
    December 31, 2002                                          27,593          27,593
  Treasury stock - 2,306,131 shares                            (3,100)         (3,100)
  Additional paid-in capital                               61,001,790      60,976,790
  Accumulated deficit during development stage            (64,555,199)    (64,077,921)
                                                         ------------    ------------
    Total stockholders' equity (deficit)                   (3,528,916)     (3,076,638)
                                                         ------------    ------------
  TOTAL                                                  $    510,195    $    516,970
                                                         ============    ============
</TABLE>


See notes to unaudited consolidated financial statements.

                                        3
<PAGE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
----------------------------------------------------------------------------------------------
(unaudited)

                                                 Three Months Ended         Period October 16,
                                                      March 31,               1987 (Date of
                                          --------------------------------  Inception) Through
                                               2003              2002         March 31, 2003
                                                                              --------------

<S>                                       <C>               <C>               <C>
REVENUE                                               --             6,000           124,582
COST OF SALES
  Cost of goods sold                                  --             2,161            75,447
  Loss on write down of inventory                     --                --           612,020
                                          --------------    --------------    --------------
GROSS PROFIT                                          --             3,839          (562,885)

OPERATING EXPENSES:
  Research and development                        28,630           117,846        40,469,094
  Selling, general, and administrative           439,893           474,064        25,523,070
  (Gain) on disposition of fixed assets               --                --            (8,084)
                                          --------------    --------------    --------------
    Total operating expenses                     468,523           591,910        65,984,080


OTHER INCOME (EXPENSE):
  Interest income                                     --                --         2,476,723
  Interest expense                               (22,409)          (14,183)         (554,090)
  Royalty income                                  13,654             6,696            88,882
                                          --------------    --------------    --------------
    Net (expense) other income                    (8,755)           (7,487)        2,011,515
                                          --------------    --------------    --------------
LOSS BEFORE INCOME TAXES                        (477,278)         (595,558)      (64,535,450)
PROVISION FOR INCOME TAXES                            --                --           (19,749)
                                          --------------    --------------    --------------
NET LOSS                                  $     (477,278)   $     (595,558)   $  (64,555,199)
                                          ==============    ==============    ==============

NET LOSS PER SHARE:
    Basic and Diluted                     $        (0.02)   $        (0.02)
                                          ==============    ==============

WEIGHTED-AVERAGE SHARES
    Basic and Diluted                         25,286,223        25,223,478
                                          ==============    ==============
</TABLE>


See notes to unaudited consolidated financial statements.

                                        4
<PAGE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Deficit)
-----------------------------------------------------------------------------------------------------------------------------------

                                                                Series A          Series B          Series C
                                                            Preferred Stock   Preferred Stock   Preferred Stock     Common Stock
                                                            ----------------  ----------------  ---------------  ------------------
                                                             Shares  Amount   Shares   Amount    Shares  Amount   Shares    Amount
<S>                                                         <C>     <C>       <C>     <C>       <C>     <C>       <C>       <C>
Sale of Common Stock, October 16, 1987
  (date of inception) ($.16 per share, net)                                                                        549,020  $    55
Issuance of Common Stock in connection with patent
  acquisition ($.001 per share)                                                                                    235,294       24
Net loss, October 16, 1987 to March 31, 1988
Total comprehensive income (loss)
                                                          ---------  -------  -------  -------  -------  ------  ---------  -------
BALANCE AT MARCH 31, 1988                                         -        -        -        -        -       -    784,314       79
Net loss
Total comprehensive income (loss)
                                                          ---------  -------  -------  -------  -------  ------  ---------  -------
BALANCE AT MARCH 31, 1989                                         -        -        -        -        -       -    784,314       79
Net loss
Total comprehensive income (loss)
                                                          ---------  -------  -------  -------  -------  ------  ---------  -------
BALANCE AT MARCH 31, 1990                                         -        -        -        -        -       -    784,314       79
Acquisition of 235,294 shares of Common Stock
  ($.001 per share)
Net loss
Total comprehensive income (loss)
                                                          ---------  -------  -------  -------  -------  ------  ---------  -------
BALANCE AT MARCH 31, 1991                                         -        -        -        -        -       -    784,314       79
Retirement of Common Stock held in treasury                                                                       (235,294)     (24)
Issuance of Common Stock in exchange for notes
  and debt (with accrued interest) ($2.90 per share, net)                                                          431,372       43
Sale of Common Stock ($.82 per share, net)                                                                          24,510        2
Amortization of deferred compensation
Net loss
Total comprehensive income (loss)
                                                          ---------  -------  -------  -------  -------  ------  ---------  -------
BALANCE AT MARCH 31, 1992                                         -        -        -        -        -       -  1,004,902      100
Sale of Common Stock  ($7.67 per share, net)                                                                       557,475       55
Exercise of Common Stock options                                                                                     2,451        1
Amortization of deferred compensation
Change in par value of common stock
  from $.0001 to $.001                                                                                                        1,408
Net loss
Total comprehensive income (loss)
                                                          ---------  -------  -------  -------  -------  ------  ---------  -------
BALANCE AT MARCH 31, 1993                                         -        -        -        -        -       -  1,564,828  $ 1,564
Exercise of Common Stock options                                                                                       735        1
Sale of Series A Preferred Stock
  ($3.97 per share, net)                                  2,119,896  $ 2,120
Issuance of Series A Preferred Stock in
  exchange for notes ($4.50 per share)                      222,222      222
Issuance of Common Stock warrants
Amortization of deferred compensation
Net loss
Total comprehensive income (loss)
                                                          ---------  -------  -------  -------  -------  ------  ---------  -------
BALANCE AT MARCH 31, 1994                                 2,342,118  $ 2,342        -        -        -       -  1,565,563  $ 1,565
  (carried forward)                                       ---------  -------  -------  -------  -------  ------  ---------  -------
</TABLE>


                                        5
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Deficit)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                   Deficit
                                                                                 Accumulated    Foreign
                                                           Additional               During      Currency                 Total
                                                            Paid-In    Treasury  Development  Translation            Comprehensive
                                                            Capital     Stock       Stage      Adjustment    Total       Loss
                                                          -----------  -------- ------------- ----------- ----------- -------------
<S>                                                       <C>          <C>      <C>           <C>         <C>          <C>
Sale of Common Stock, October 16, 1987
  (date of inception) ($.16 per share, net)               $    91,898                                     $   91,953
Issuance of Common Stock in connection with patent
  acquisition ($.001 per share)                                   276                                            300
Net loss, October 16, 1987 to March 31, 1988                                   $   (159,359)                (159,359)
Total comprehensive income (loss)                                                                                      $  (159,359)
                                                          -----------  ------   -----------    --------   ----------   ===========
BALANCE AT MARCH 31, 1988                                      92,174       -      (159,359)          -      (67,106)
Net loss                                                                           (495,520)                (495,520)
Total comprehensive income (loss)                                                                                      $  (495,520)
                                                          -----------  ------   -----------    --------   ----------   ===========
BALANCE AT MARCH 31, 1989                                      92,174       -      (654,879)          -     (562,626)
Net loss                                                                           (233,347)                (233,347)
Total comprehensive income (loss)                                                                                      $  (233,347)
                                                          ----------   ------   -----------    --------   ----------   ===========
BALANCE AT MARCH 31, 1990                                      92,174       -      (888,226)          -     (795,973)
Acquisition of 235,294 shares of Common Stock
  ($.001 per share)                                                    $ (300)                                  (300)
Net loss                                                                           (285,179)                (285,179)
Total comprehensive income (loss)                                                                                      $  (285,179)
                                                          -----------  ------   -----------    --------   ----------   ===========
BALANCE AT MARCH 31, 1991                                      92,174    (300)   (1,173,405)          -   (1,081,452)
Retirement of Common Stock held in treasury                      (276)    300
Issuance of Common Stock in exchange for notes
  and debt (with accrued interest) ($2.90 per share, net)   1,248,638                                      1,248,681
Sale of Common Stock ($.82 per share, net)                     19,998                                         20,000
Amortization of deferred compensation                         136,880                                        136,880
Net loss                                                                           (461,061)                (461,061)
Total comprehensive income (loss)                                                                                      $  (461,061)
                                                          -----------  ------   -----------    --------   ----------   ===========
BALANCE AT MARCH 31, 1992                                   1,497,414       -    (1,634,466)          -     (136,952)
Sale of Common Stock  ($7.67 per share, net)                4,275,223                                      4,275,278
Exercise of Common Stock options                                  624                                            625
Amortization of deferred compensation                         477,453                                        477,453
Change in par value of common stock
  from $.0001 to $.001                                         (1,408)
Net loss                                                                         (3,099,637)              (3,099,637)
Total comprehensive income (loss)                                                                                      $(3,099,637)
                                                          -----------  ------   -----------    --------   ----------   ===========
BALANCE AT MARCH 31, 1993                                 $ 6,249,306       -    (4,734,103)          -    1,516,767
Exercise of Common Stock options                                  187                                            188
Sale of Series A Preferred Stock
  ($3.97 per share, net)                                    8,411,370                                      8,413,490
Issuance of Series A Preferred Stock in
  exchange for notes ($4.50 per share)                        999,778                                      1,000,000
Issuance of Common Stock warrants                               2,119                                          2,119
Amortization of deferred compensation                       1,580,320                                      1,580,320
Net loss                                                                         (6,899,515)              (6,899,515)
Total comprehensive income (loss)                                                                                      $(6,899,515)
                                                          -----------  ------  ------------    --------   ----------   ===========
BALANCE AT MARCH 31, 1994                                 $17,243,080       -  $(11,633,618)          -   $5,613,369
  (carried forward)                                       -----------  ------  ------------    --------   ----------

                                                                                                                        (Continued)
</TABLE>


                                        6
<PAGE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Deficit)
-----------------------------------------------------------------------------------------------------------------------------------

                                                            Series A           Series B          Series C
                                                        Preferred Stock    Preferred Stock    Preferred Stock      Common Stock
                                                       ------------------- ----------------- ----------------- --------------------
                                                        Shares    Amount    Shares  Amount    Shares   Amount    Shares  Amount
<S>                                                    <C>         <C>     <C>       <C>    <C>         <C>     <C>        <C>
BALANCE AT MARCH 31, 1994                               2,342,118   2,342         -      -           -       -   1,565,563   1,565
  (brought forward)
Sale of Series B Preferred Stock
  ($4.04 per share, net)                                                    481,644    482
Issuance of Common Stock warrants
Amortization of deferred compensation
Net loss
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 1994                            2,342,118   2,342   481,644    482           -       -   1,565,563   1,565
Sale of Series C Preferred Stock
  ($4.11 per share, net)                                                                     2,914,771   2,915
Issuance of Common Stock warrants
Amortization of deferred compensation
Net loss
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 1995                            2,342,118   2,342   481,644    482   2,914,771   2,915   1,565,563   1,565
Sale of Common Stock  ($9.91 per share, net)                                                                     1,819,000   1,819
Conversion of Series A, Series B, and Series C
  Preferred Stock to Common Stock                      (2,342,118) (2,342) (481,644)  (482) (2,914,771) (2,915)  3,046,474   3,047
Exercise of Common Stock warrants                                                                                    2,058       2
Amortization of deferred compensation
Net loss
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 1996                                    -       -         -      -           -       -   6,433,095   6,433
Sale of Common Stock ($2.92 per share, net)                                                                      2,867,670   2,868
Warrants exchanged for Common Stock                                                                                643,639     644
Exercise of Common Stock options                                                                                    50,674      50
Exercise of Common Stock warrants                                                                                    9,531      10
Issuance of Common Stock for consulting                                                                             25,000      25
  services ($4.00 per share, net)
Amortization of deferred compensation
Net loss
Foreign currency translation adjustment
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 1997                                    -       -         -      -           -       -  10,029,609  10,030
Repurchase of Common Stock                                                                                      (2,246,131)
Net loss
Foreign currency translation adjustment
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 1998                                    -       -         -      -           -       -   7,783,478  10,030
Sale of Common Stock ($.05 per share, net)                                                                      14,000,000  14,000
Net loss
Foreign currency translation adjustment
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 1999                                    -       -         -      -           -       -  21,783,478  24,030
Issuance of right to purchase Common Stock
  in lieu of compensation ($0.45 per share)
Sale of common stock ($0.05 per share)                                                                             500,000     500
Sale of common stock ($0.50 per share)                                                                           3,000,000   3,000
Repurchase of common stock                                                                                         (60,000)
Net loss
Memorandum entry to record as expense for
  honorary services rendered by a shareholder
Foreign currency translation adjustment
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 2000                                    -       -         -      -           -       -  25,223,478 $27,530
                                                       ==========  ======  ========  =====  ==========  ======  ========== =======
</TABLE>


                                        7
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Deficit)
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                  Deficit
                                                                                Accumulated   Foreign
                                                        Additional                 During     Currency                  Total
                                                         Paid-In     Treasury   Development  Translation            Comprehensive
                                                         Capital       Stock       Stage      Adjustment    Total        Loss
                                                       ------------ ---------- ------------- ----------- ---------- -------------
<S>                                                    <C>          <C>        <C>           <C>        <C>         <C>
BALANCE AT MARCH 31, 1994                                17,243,080         -   (11,633,618)         -    5,613,369
  (brought forward)
Sale of Series B Preferred Stock
  ($4.04 per share, net)                                  1,947,149                                       1,947,631
Issuance of Common Stock warrants                                 6                                               6
Amortization of deferred compensation                        14,859                                          14,859
Net loss                                                                         (4,959,312)             (4,959,312)
Total comprehensive income (loss)                                                                                    $ (4,959,312)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 1994                             19,205,094         -   (16,592,930)         -    2,616,553
Sale of Series C Preferred Stock
  ($4.11 per share, net)                                 11,977,856                                      11,980,771
Issuance of Common Stock warrants                               161                                             161
Amortization of deferred compensation                       195,874                                         195,874
Net loss                                                                         (8,739,858)             (8,739,858)
Total comprehensive income (loss)                                                                                    $ (8,739,858)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 1995                             31,378,985         -   (25,332,788)         -    6,053,501
Sale of Common Stock  ($9.91 per share, net)             18,026,419                                      18,028,238
Conversion of Series A, Series B, and Series C
  Preferred Stock to Common Stock                             2,692
Exercise of Common Stock warrants                            20,145                                          20,147
Amortization of deferred compensation                        26,093                                          26,093
Net loss                                                                        (10,036,090)            (10,036,090)
Total comprehensive income (loss)                                                                                    $(10,036,090)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 1996                             49,454,334         -   (35,368,878)         -   14,091,889
Sale of Common Stock ($2.92 per share, net)               8,377,583                                       8,380,451
Warrants exchanged for Common Stock                            (644)
Exercise of Common Stock options                            168,541                                         168,591
Exercise of Common Stock warrants                            93,299                                          93,309
Issuance of Common Stock for consulting                      99,975                                         100,000
  services ($4.00 per share, net)                            62,579                                          62,579
Amortization of deferred compensation
Net loss                                                                        (10,151,041)            (10,151,041)
Foreign currency translation adjustment                                                       $  1,333        1,333
Total comprehensive income (loss)                                                                                    $(10,149,708)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 1997                             58,255,667         -   (45,519,919)     1,333   12,747,111
Repurchase of Common Stock                                               (100)                                 (100)
Net loss                                                                        (10,654,597)            (10,654,597)
Foreign currency translation adjustment                                                         55,891       55,891
Total comprehensive income (loss)                                                                                    $(10,598,706)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 1998                             58,255,667      (100)  (56,174,516)    57,224    2,148,305
Sale of Common Stock ($.05 per share, net)                  686,000                                         700,000
Net loss                                                                         (1,253,696)             (1,253,696)
Foreign currency translation adjustment                                                        (43,020)     (43,020)
Total comprehensive income (loss)                                                                                    $ (1,296,716)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 1999                             58,941,667      (100)  (57,428,212)    14,204    1,551,589
Issuance of right to purchase Common Stock
  in lieu of compensation ($0.45 per share)                 198,000                                         198,000
Sale of common stock ($0.05 per share)                       24,500                                          25,000
Sale of common stock ($0.50 per share)                    1,497,000                                       1,500,000
Repurchase of common stock                                             (3,000)                               (3,000)
Net loss                                                                         (1,522,233)             (1,522,233)
Memorandum entry to record as expense for
  honorary services rendered by a shareholder               100,000                                         100,000
Foreign currency translation adjustment                                                        (14,204)     (14,204)
Total comprehensive income (loss)                                                                                    $ (1,522,233)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 2000                           $ 60,761,167   $(3,100) $(58,950,445)  $     --  $ 1,835,152
                                                       ============   =======  ============   ========  ===========
                                                                                                                       (Concluded)
</TABLE>


See notes to consolidated financial statements.

                                        8
<PAGE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Deficit)
-----------------------------------------------------------------------------------------------------------------------------------

                                                            Series A           Series B          Series C
                                                        Preferred Stock    Preferred Stock    Preferred Stock      Common Stock
                                                       ------------------- ----------------- ----------------- --------------------
                                                        Shares    Amount    Shares  Amount    Shares   Amount    Shares  Amount
<S>                                                    <C>         <C>     <C>       <C>    <C>         <C>     <C>        <C>
BALANCE AT DECEMBER 31, 2000                                   --      --        --     --          --      --  27,529,609 $27,530
  (brought forward)
Memorandum entry to record as expense for
  honorary services rendered by a shareholder
Net loss
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 2001                                   --      --        --     --          --      --  27,529,609 $27,530
Exercise of Common Stock options                                                                                    62,745      63
Memorandum entry to record as expense for
  honorary services rendered by a shareholder
Net loss
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 2002                                   --      --        --     --          --      --  27,592,354 $27,593
Memorandum entry to record as expense for
  honorary services rendered by a shareholder
Net loss
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT MARCH 31, 2003                                      --      --        --     --          --      --  27,592,354 $27,593
                                                       ==========  ======  ========  =====  ==========  ======  ========== =======

</TABLE>


<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Deficit)
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                  Deficit
                                                                                Accumulated   Foreign
                                                        Additional                 During     Currency                  Total
                                                         Paid-In     Treasury   Development  Translation            Comprehensive
                                                         Capital       Stock       Stage      Adjustment    Total        Loss
                                                       ------------ ---------- ------------- ----------- ---------- -------------
<S>                                                    <C>          <C>        <C>           <C>        <C>         <C>
BALANCE AT DECEMBER 31, 2000                           $ 60,761,167    (3,100) $(58,950,445)        --  $ 1,835,152
(brought forward)
Memorandum entry to record as expense for
  honorary services rendered by a shareholder               100,000                                         100,000
Net loss                                                                         (2,238,687)             (2,238,687)
Total comprehensive income (loss)                                                                                    $ (2,238,687)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 2001                           $ 60,861,167   $(3,100) $(61,189,132)  $     --  $  (303,535)
Exercise of Common Stock options                             15,623                                          15,686
Memorandum entry to record as expense for
  honorary services rendered by a shareholder               100,000                                         100,000
Net loss                                                                         (2,888,789)             (2,888,789)
Total comprehensive income (loss)                                                                                    $ (2,888,789)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 2002                           $ 60,976,790   $(3,100) $(64,077,921)  $     --  $(3,076,638)
Memorandum entry to record as expense for
  honorary services rendered by a shareholder                25,000                                          25,000
Net loss                                                                           (477,278)               (477,278)
Total comprehensive income (loss)                                                                                    $   (477,278)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT MARCH 31, 2003                              $ 61,001,790   $(3,100) $(64,555,199)  $     --  $(3,528,916)
                                                       ============   =======  ============   ========  ===========

                                                                                                                      (Concluded)
</TABLE>


                                        9
<PAGE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------------------------------------------------
(unaudited)

                                                                                      Three Months Ended         Period October 16,
                                                                                           March 31,               1987 (Date of
                                                                                -------------------------------  Inception) Through
                                                                                     2003             2002         March 31, 2003
                                                                                                                   --------------

<S>                                                                             <C>              <C>               <C>
OPERATING ACTIVITIES
  Net loss                                                                      $     (477,278)  $     (595,558)   $  (64,555,199)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                       12,351           11,837         2,637,908
    Amortization of premiums (discount) on short-term investments                                                         156,692
    Loss on disposal of property and equipment                                                                            194,102
    Loss on license and settlement agreements                                                                              49,026
    Loss on abandonment of patent applications                                                           12,984           303,234
    Vendor settlements                                                                                                    (77,257)
    Noncash compensation                                                                25,000           25,000         3,233,451
    Gain from disposition of fixed assets                                                                                (159,473)
    Interest paid in Common Stock                                                                                         297,148
    Changes in assets and liabilities:
      Accounts receivable                                                                                                 (71,000)
      Inventories                                                                                            86           (83,438)
      Other current assets                                                              18,207           27,276           (15,810)
      Other assets                                                                                                       (134,582)
      Due to affiliate                                                                                                     68,314
      Accounts payable and accrued expenses                                                740           23,569           982,417
                                                                                --------------   --------------    --------------
        Net cash used in operating activities                                         (420,980)        (494,806)      (57,174,467)
                                                                                --------------   --------------    --------------

INVESTING ACTIVITIES
  Acquisitions of property and equipment                                                                 (2,413)       (2,605,407)
  Costs incurred for patents and patent applications                                                                     (782,527)
  Proceeds from sale of property and equipment                                                                            294,748
  Purchases of short-term investments                                                                                 (26,476,638)
  Proceeds from sale and maturity of short-term investments                                              86,432        26,406,378
                                                                                --------------   --------------    --------------
          Net cash provided by (used in) investing activities                               --           84,019        (3,163,446)
                                                                                --------------   --------------    --------------

FINANCING ACTIVITIES
  Repayments of capitalized lease obligations                                                                             (82,234)
  Proceeds from issuance of Series A Preferred Stock - net                                                              8,413,490
  Proceeds from issuance of Series B Preferred Stock - net                                                              1,947,631
  Proceeds from issuance of Series C Preferred Stock - net                                                             11,980,771
  Proceeds from issuance of Common Stock and Common Stock warrants - net                                               33,023,206
  Proceeds from exercise of Common Stock options and Common Stock warrants                                                298,546
  Checks drawn in excess of available bank balances                                                       6,360                --
  Proceeds from bank borrowings                                                                         180,000         2,092,000
  Repayments of bank borrowings                                                        (30,236)                        (1,122,236)
  Advances from stockholder and related party                                          475,000          200,000         1,525,000
  Repayments of advances from stockholder                                                                                (145,000)
  Repurchases of Common Stock held in treasury                                                                             (3,100)
  Proceeds from notes payable issued to stockholder and related party                                                   2,546,533
                                                                                --------------   --------------    --------------
      Net cash provided by financing activities                                        444,764          386,360        60,474,607
                                                                                --------------   --------------    --------------
    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                23,784          (24,427)          136,694
    EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                         (111,497)

  CASH AND CASH EQUIVALENTS:
    BEGINNING OF PERIOD                                                                  1,413           25,121
                                                                                --------------   --------------    --------------
    END OF PERIOD                                                               $       25,197   $          694    $       25,197
                                                                                ==============   ==============    ==============

See notes to unaudited consolidated financial statements                                                              (continued)
</TABLE>

                                       10
<PAGE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------------------------------------------------------------------------------------------
(unaudited)

                                                                                      Three Months Ended         Period October 16,
                                                                                           March 31,               1987 (Date of
                                                                                -------------------------------  Inception) Through
                                                                                     2003             2002         March 31, 2003
                                                                                                                   --------------

<S>                                                                             <C>              <C>               <C>
SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  Cash paid during the period for interest                                      $       12,401   $        2,850    $      487,419
                                                                                ==============   ==============    ==============

SUPPLEMENTAL SCHEDULE FOR NONCASH
  INVESTING AND FINANCING ACTIVITIES:
  Acquisition of property and equipment under
    capitalized lease transactions                                                                                 $       82,234
                                                                                                                   ==============

  During the fiscal year ended March 31, 1994, the
    Company issued 222,222 shares of Series A Preferred
    Stock in exchange for an aggregate of $1 million in
    notes payable to a principal stockholder and a former
    Director:

    Notes payable                                                                                                  $    1,000,000
                                                                                                                   --------------
    Issuance of Series A Preferred Stock                                                                           $    1,000,000
                                                                                                                   ==============

  At inception, the Company acquired the rights to a
    patent and assumed certain liabilities in exchange
    for 235,294 shares of Common Stock, as follows:

    Fair value of patent acquired                                                                                  $      112,732
    Liabilities assumed                                                                                                   112,432
                                                                                                                   --------------
    Issuance of Common Stock                                                                                       $          300
                                                                                                                   ==============

  Pursuant to a license and settlement agreement with
    respect to an acquired patent (see above), the
    Company reacquired during the fiscal year ended
    March 31, 1991 its 235,294 shares of Common Stock
    issued in connection with the acquired patent, which was
    retired during the fiscal year ended March 31, 1992:

    Remaining carrying value of patent on date of
      license and settlement agreement                                                                             $       49,326
    Common Stock returned to the Company                                                                                      300
                                                                                                                   --------------
    Loss on Settlement                                                                                             $       49,026
                                                                                                                   ==============

  During the fiscal year ended March 31, 1992, the
    Company exchanged 431,372 shares of Common
    Stock for notes, debt and accrued interest
    payable to a principal stockholder:

    Notes payable                                                                                                  $       96,660
    Debt                                                                                                                  854,873
    Accrued interest                                                                                                      297,148
                                                                                                                   --------------
    Issuance of Common Stock                                                                                       $    1,248,681
                                                                                                                   ==============


See notes to unaudited consolidated financial statements                                                              (Concluded)
</TABLE>

                                       11
<PAGE>

BIOFIELD CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   GOING CONCERN BASIS OF ACCOUNTING - As shown in the accompanying financial
statements, Biofield Corp. (the "Company") continues to incur significant
losses. As of March 31, 2003, the Company's current liabilities exceeded its
current assets by $3.4 million and its total liabilities exceeded its total
assets by $3.5 million. These factors raise substantial doubt about the
Company's ability to continue as a going concern.

During 2002, the Company financed its operations almost entirely with $1,750,000
of borrowings obtained from, or with the assistance of, Dr. David M. Long, Jr.,
M.D., Ph.D., its Chairman, Chief Executive Officer and principal stockholder
("Dr. Long"), and certain of his affiliates. In the first quarter of 2003, the
Company instituted a cost reduction program that included reducing salaries of
its six then current employees, reducing use of outside consultants, arranging
with some of its consultants and employees to accept options to acquire the
Company's Common Stock for a portion of their services and reducing its
marketing activities. No stock options were granted to consultants during the
Quarter ended March 31, 2003. The Company has also negotiated extended payment
terms with certain of its vendors to reduce its cash requirements. In January
2003, Dr. Long advanced an additional $475,000 to enable the Company to meet its
then projected minimum financial requirements through March 31, 2003. As of May
10, 2003, the Company's financial resources are completely depleted, and an
immediate infusion of additional funding is required to avoid complete cessation
of all activities.

The accompanying financial statements do not include any adjustments to the
amounts and classification of assets and liabilities that would result if the
Company were unable to continue as a going concern.

2.   THE COMPANY - The consolidated balance sheet as of March 31, 2003 and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for the three month periods ended March 31, 2003 and 2002 and for
the period October 16, 1987 (date of inception) through March 31, 2003 have been
prepared by the Company without audit. In the opinion of management, all
adjustments necessary to present fairly the financial position, results of
operations and cash flows at March 31, 2003 and 2002 and for the period October
16, 1987 (date of inception) through March 31, 2003 have been made. During the
interim periods reported on, the accounting policies followed are in conformity
with accounting principles generally accepted in the United States of America
and are consistent with those applied for annual periods as described in the
Company's annual report for the year ended December 31, 2002 filed on Form
10-KSB (the "Annual Report") with the Securities and Exchange Commission (the
"SEC").

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted. The unaudited consolidated
financial statements, which include the financial position, results of
operations, and cash flows for Biofield Corp. and its wholly owned subsidiary,
Biofield International, Inc., should be read in conjunction with the financial
statements for the year ended December 31, 2002 included in the Annual Report.
The results of operations for the three months ended March 31, 2003 are not
necessarily indicative of the operating results for the full year.

At March 31, 2003, the Company had three stock-based employee compensation
plans. The Company accounts for these plans under the recognition and
measurement principles of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. No
stock-based employee compensation cost is reflected in net income, as all
options granted under these plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. The following table
illustrates the effect on net income and earnings per share if the Company had
applied the fair value recognition provisions of SFAS No. 123, "Accounting for
Stock-Based Compensation," to stock-based employee compensation:

                                       12
<PAGE>

                                                        Quarter Ended
                                               March 31, 2003    March 31, 2002
                                               --------------    --------------

     Net loss, as reported                     $     (477,278)   $     (595,558)
     Add: Total stock-based
       employee compensation
       expense determined under
       fair value based method for
       all awards, net of related tax
       effects                                           (273)             (770)
                                               --------------    --------------
     Pro forma net loss                        $     (477,551)   $     (596,328)
                                               ==============    ==============

     Earnings per share:
     Basic and diluted loss per share:
       As reported                             $         0.02    $         0.02
       Pro forma                               $         0.02    $         0.02
                                               ==============    ==============

Under SFAS No. 123, the fair value of stock-based awards is calculated through
the use of option-pricing models, even though such models were developed to
estimate the fair value of freely tradable, fully transferable options without
vesting restrictions, which differ significantly from the Company's stock option
grants. These models also require subjective assumptions, including future stock
price volatility and expected lives of each option grant.

3.   CONSOLIDATED FINANCIAL STATEMENTS - The consolidated financial statements
include the accounts of the Company and Biofield International. All intercompany
transactions and balances have been eliminated in consolidation.

4.   NET LOSS PER SHARE - The basic and diluted loss per share is computed based
on the weighted average number of common shares outstanding. Common equivalent
shares totaling 502,512 are not included in the share calculations since the
effect of their inclusion would be antidilutive.

5.   INVENTORY - Inventories consist primarily of finished medical devices,
sensors, accessories and device and sensor component parts, and are valued at
the lower of cost (first-in, first-out basis) or market, including provisions
for potential losses from obsolescence.

                                                      March 31,    December 31,
                                                        2002           2002
                                                    (unaudited)
                                                    ------------   ------------
     Components and supplies                        $     37,749   $     37,749
     Finished goods                                      577,759        577,759
                                                    ------------   ------------
                                                         615,508        615,508
     Less: Reserve for potential losses                  532,070        532,070
                                                    ------------   ------------
                                                    $     83,438   $     83,438
                                                    ------------   ------------

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Overview

As a development stage company, we have incurred net losses since inception
through March 31, 2003 of approximately $65 million. Our current liabilities
exceeded our current assets by approximately $3.4 million, and our total
liabilities exceeded our total assets by approximately $3.5 million. These
factors raise substantial doubt about our ability to continue our operations
without obtaining immediate funding.

In 2001 and 2002, our major efforts were focused primarily in connection with
the actions necessary to seek FDA approval to market our device in the United
States, marketing our device in certain overseas markets, redesigning our
device, seeking to obtain funds for our future operating and capital needs and
administrative support to sustain our then current activities. Despite our
efforts during such period, we were unable to obtain adequate third party
funding to pursue our business goals or to cover our operating costs. As a
result, since 2002, Dr. David Long and certain of his affiliates have funded our
minimum operating expenses.

                                       13
<PAGE>

In the first quarter of 2003, we instituted a cost reduction program that
included reducing salaries of our six then current employees, reducing use of
outside consultants, arranging with some of our consultants and employees to
accept options to acquire our common stock as compensation for a portion of
their services and reducing our marketing activities. No stock options were
granted to consultants during the Quarter ended March 31, 2003. We have also
negotiated extended payment terms with certain of our vendors to reduce our cash
requirements. We presently have no commitments (including from Dr. Long or any
of his affiliates) for additional funding. As of April 30, 2003, we have
completely exhausted all our cash resources and are left with no funds to
continue operations. We need to immediately find new capital to avoid complete
cessation of all activities and to continue with the work necessary to obtain
FDA approval to market our device in the United States.

In 2003, our main focus continues to be to urgently find new sources of funding
so that activities essential for filing a PMA application to obtain FDA approval
for our Biofield Diagnostic System may proceed without interruption. We have had
several meetings with the FDA in the last ten months in an effort to reinitiate
our application to the FDA.

Liquidity and Capital Resources

We have financed our operations since inception almost entirely by the issuance
of equity securities, interest income on the then unutilized proceeds from these
issuances and, since June 2000, with loans made directly, or guaranteed and
collateralized, by Dr. David Long and certain of his affiliates.

At March 31, 2003, we had a working capital deficiency of $3,393,666, an
increase of $439,926 from December 31, 2002. Our unrestricted cash and cash
equivalents were $25,197 at March 31, 2003, as compared to $1,413 at December
31, 2002. At March 31, 2003 and December 31, 2002, we had inventory of $83,438
(net of a valuation reserve of approximately $532,000). We believe that all
items of inventory are currently saleable at prices in excess of carrying cost.

During the three months ended March 31, 2003, our operating activities utilized
$420,980 of net cash and our financing activities provided $444,764 of net cash,
which represented $475,000 advance made by Dr. David Long, net of temporary
surplus fund of $30,236 utilized to repay a portion of the bank line of credit.
We did not spend any cash on investment activities during the three months ended
March 31, 2003. During the corresponding period in 2002, our operating
activities utilized $494,806 of net cash, our investing activities provided
$84,019 of net cash from the release of cash in an escrow account, and our
financing activities provided $386,360 of net cash, mainly from borrowing
against the bank line of credit and advances from Dr. David Long.

Since 2001, we have been seeking additional third-party funding. During such
time, we have retained four different investment banking firms to assist us in
locating available funding, and have had discussions with the management company
associated with an institutional holder of shares of our common stock to assist
us with such funding; however, we have not yet been successful in consummating a
private placement or in obtaining additional third-party funding. During such
period, Dr. David Long and certain of his affiliates have made funding available
to us to permit us to maintain certain minimum operations. However, the most
recently obtained funds made available were depleted by the end of April 2003,
and Dr. Long has advised us that we should not expect that he or his affiliates
will make any further funds available to us. Although we are continuing with our
efforts to obtain funding to maintain our operations, we cannot be certain that
we will be successful or that any funding we receive will be adequate or on
commercially reasonable terms. Our currently retained investment bankers have
not yet located possible sources of funding, and once located, we still will
need to negotiate agreeable terms. As a result, it is possible that we will not
have adequate funds to continue our operations. In such circumstances and due to
our working capital deficiency, we would be unable to pay our vendors, lenders
and other creditors, and the net realizable value of our non-current assets
would not generate adequate cash to fill the gap.

Until such time, if at all, as we receive adequate funding, we intend to
continue to defer payment of all of our obligations which are capable of being
deferred, which actions have resulted in some vendors demanding cash payment for
their goods and services in advance, and other vendors refusing to continue to
do business with us. In the event that we are successful in obtaining

                                       14
<PAGE>

third-party funding, we do not expect to generate a positive cash flow from our
operations for at least several years, if at all, and expect to continue to
attempt to raise further capital through one or more private placements.

Results of Operations

Comparison of the Unaudited Three Months Ended March 31, 2003 (the "2003
Quarter") with the Unaudited Three Months Ended March 31, 2002 (the "2002
Quarter")

During the 2003 Quarter we did not sell any products. During the 2002 Quarter,
we generated revenue of $6,000 from sale of sensors, which are disposable
components of our system.

We incurred $28,630 of research and development expenses during the 2003 Quarter
compared to $117,846 in the 2002 Quarter. The decrease of $89,216, or 76%, is
due to slow down in activities relating to redesign of our device in the 2003
Quarter as the project reached the completion stage.

Selling, general and administrative expenses decreased by $34,171, or 7%, to
$439,893 in the 2003 Quarter, compared to $474,064 in the 2002 Quarter. The
decrease was largely attributable to the cost reduction program we initiated in
the 2003 Quarter. The expenses associated with the employees and consultants
were lower by approximately $64,000, or 22%, than the 2002 Quarter. The
reduction in expenses was partly offset by a one-time credit of $57,000
recovered and recorded in the 2002 Quarter for insurance premiums paid by us
over a period of three years for a former executive.

We had net interest expense of $22,409 in the 2003 Quarter, compared to $14,183
in the 2002 Quarter, an increase of $8,226, or 58%, due to increase in our
borrowings for our operations.

We had royalty income of $13,654 in the 2003 Quarter, compared to $6,696 in the
2002 Quarter, an increase of $6,958, or 104%.

As a result of the foregoing, we incurred a net loss of $477,278 in the 2003
Quarter, compared to a net loss of $595,558 in the 2002 Quarter.

Application of Critical Accounting Policies

Impairment of long-lived assets

At March 31, 2003, we had $276,896 of capitalized patent costs. In assessing the
recoverability of our patents, we have made assumptions regarding estimated
future cash flows and other factors relating to the use of our patents to
determine the fair value of the respective assets. If our estimates or their
related assumptions change in the future, we may be required to record
additional charges for these assets not previously recorded. For the three
months ended March 31, 2003 and March 31, 2002, we had patent amortization
expense of $9,398. Subsequent impairment losses, if any, will be reflected in
operating income in our statement of operations.

Valuation of deferred tax assets

In assessing the realizability of deferred tax assets, we have considered
whether it is more likely than not that some portion, or all, of deferred tax
assets will be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. At March 31, 2003 and 2002,
we have made full provision for our deferred tax assets due to our continued
operating losses and inability to assess the likelihood of generating sufficient
future taxable income to realize such benefits. Substantially all of our net
operating loss carryforwards are subject to limitation and may expire
unutilized.

Inventory valuation reserves

We provide for inventory obsolescence based upon assumptions concerning future
demand, market conditions and anticipated timing of the release of next
generation products. If actual market conditions or future demand are less

                                       15
<PAGE>

favorable than those projected by management, or if next generation products are
released earlier than anticipated, additional inventory write-downs may be
required. Due to our decision to introduce a new device with updated technology
and major design modifications in 2003, we created a reserve for our inventory
of old devices amounting to $179,916 in 2001. In 2002, we increased this reserve
by $352,154 to fully provide for the old units and all the sensors for these
units.

Non-GAAP Financial Measures

The financial statements appearing in this quarterly report on Form 10-QSB do
not contain any financial measures, which are not in accordance with generally
accepted accounting procedures.

New Accounting Pronouncements

On August 1, 2001, Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" was approved by
the Financial Accounting Standards Board ("FASB"). SFAS No. 144 addresses the
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS No. 144 was required to be adopted on January 1, 2002. There was no
material effect on our consolidated financial position or results of operations
upon adoption of SFAS No. 144 on January 1, 2002.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)" ("Issue No. 94-3"). The
principal difference between SFAS No. 146 and Issue No. 94-3 relates to its
requirements for recognition of a liability for a cost associated with an exit
or disposal activity. SFAS No. 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. Under Issue No. 94-3, a liability for an exit cost was recognized at
the date of an entity's commitment to an exit plan. A fundamental conclusion
reached by the FASB in SFAS No. 146 is that an entity's commitment to a plan, by
itself, does not create a present obligation to others that meets the definition
of a liability. Therefore, SFAS No. 146 eliminates the definition and
requirements for recognition of exit costs in Issue No. 94-3. SFAS No. 146 also
establishes that fair value is the objective for initial measurement of the
liability. SFAS No. 146 is effective for exit or disposal activities that are
initiated after December 30, 2002. We adopted SFAS No. 146 effective January 1,
2003. There was no material effect on our consolidated financial position or
results of operations upon adoption of SFAS No. 146 on January 1, 2002.


Special Note Regarding Forward-Looking Statements

We have made statements in this Quarterly Report on Form 10-QSB that are
forward-looking statements within the meaning of the Securities Act of 1933 and
the Securities Exchange Act of 1934. Sometimes these statements contain words
like "may," "believe," "expect," "continue," "intend," "anticipate" or other
similar words. These statements could involve known and unknown risks,
uncertainties and other factors that might significantly alter the actual
results suggested by the statements. In other words, our performance might be
quite different from what the forward-looking statements imply. The following
factors, as well as those discussed above and in the Annual Report, could cause
our performance to differ from the expectations implied by our forward-looking
statements:

         X    Inability to obtain capital for continued operations and the
              development and commercialization of our products or failure to
              obtain such capital on a timely basis.

         X    Inability to obtain FDA approval for our products in a timely
              manner, if at all.

                                       16
<PAGE>

         X    Failure to obtain expected results in our clinical trials.

         X    Technological obsolescence of our products.

         X    Changes in governmental regulations in our principal markets.

         X    Inability to generate significant market acceptance of our
              products.

         X    Failure to obtain customers for our products.

         X    Inability to manage our anticipated growth.

         X    Loss of our key employees.

         X    Changes in general economic and business conditions.

We have no obligation to release publicly the result of any revisions to any of
our forward-looking statements to reflect events or circumstances that occur
after the date of this Quarterly Report or to reflect the occurrence of other
unanticipated events.

Item 3.  CONTROLS AND PROCEDURES

Within 90 days of the filing date of this annual report, under the supervision
and with the participation of our management, including our chief executive
officer and chief financial officer, we have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures. Based on their
evaluation, our chief executive officer and chief financial officer concluded
that these controls and procedures are effective in alerting them in a timely
manner to material information required to be disclosed by us in the reports
that we file with the SEC. There have been no significant changes in our
internal controls or in other factors that could significantly affect those
controls subsequent to the date of their evaluation.


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              99.1  Certification of David M. Long, Jr. President and Chief
              Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of
              2002.

              99.2  Certification of John D. Stephens, Senior Vice President,
              Chief Operating Officer and Chief Financial Officer, pursuant to
              18 U.S.C. Section 1350, as adopted pursuant to Sections 302 and
              906 of the Sarbanes-Oxley Act of 2002.

         (b)  Reports on Form 8-K

              None.

                                       17
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.

                                       BIOFIELD CORP.


Date: May 14, 2003                     By: /s/ DAVID M. LONG
                                           -------------------------------------
                                           David M. Long, Jr., M.D., Ph.D.
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

Date: May 14, 2003                     By: /s/ JOHN D. STEPHENS
                                           -------------------------------------
                                           John D. Stephens
                                           Senior Vice President and Chief
                                           Operating Officer (Principal
                                           Accounting and Financial Officer)


                                       18