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 SEPTEMBER 30, 2004

[ ]   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)


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.

            32,803,192 shares of common stock as of November 4, 2004.
            --------------------------------------------------------


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 September 30, 2004
          (unaudited) and December 31, 2003                                3

          Consolidated Statements of Operations for the three months
          and nine months ended September 30, 2004 and 2003 and for
          the period October 16, 1987 (date of inception) through
          September 30, 2004 (unaudited)                                   4

          Consolidated Statements of Stockholders' Equity (Deficit)
          for the period October 16, 1987 (date of inception) through
          September 30, 2004 (unaudited)                                   5

          Consolidated Statements of Cash Flows for the nine months
          ended September 30, 2004 and 2003 and for the period October
          16, 1987 (date of inception) through September 30, 2004
          (unaudited)                                                      9

          Notes to Unaudited Consolidated Financial Statements            11

Item 2.   Management's Discussion and Analysis or Plan of Operation       13

Item 3.   Controls and Procedures                                         18

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                               18

Item 2.   Changes in Securities and Small Business Issuer Purchases
          of Equity Securities                                            18

Item 4    Submission of Matters to a Vote of Security Holders             19

Item 6.   Exhibits and Reports on Form 8-K                                19

SIGNATURES                                                                20

                                  2
<PAGE>
<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION

BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
(unaudited)

                                                                September 30,     December 31,
                                                                    2004             2003
                                                                -------------    -------------
<S>                                                             <C>              <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                     $       1,516    $     369,332
  Inventories                                                          81,480           81,480
  Other current assets                                                780,689          896,540
                                                                -------------    -------------
      Total current assets                                            863,685        1,347,352

PROPERTY AND EQUIPMENT - Net                                            7,606            8,131
OTHER ASSETS                                                           22,753           22,753
PATENT AND PATENT APPLICATION - Net                                   220,506          248,701
                                                                -------------    -------------
      TOTAL                                                     $   1,114,550    $   1,626,937
                                                                =============    =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                              $   1,046,109    $     925,875
  Accrued expenses                                                    408,194          605,999
  Due to affiliate                                                    253,637          198,281
  Bank line of credit                                               1,200,000        1,200,000
  Short-term notes payable                                          1,344,644          637,500
  Advances from stockholder                                         1,653,596        1,604,165
                                                                -------------    -------------
      Total current liabilities                                     5,906,180        5,171,820

LONG-TERM LIABILITIES:
  Long-term debt - related party                                      539,588          501,942
                                                                -------------    -------------
      Total long-term liabilities                                     539,588          501,942

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 35,109,323 and 31,573,603 shares at
    September 30, 2004 and December 31, 2003, respectively             35,110           31,574
  Treasury stock - 2,306,131 shares                                    (3,100)          (3,100)
  Additional paid-in capital                                       63,274,062       62,167,320
  Accumulated deficit during development stage                    (68,637,290)     (66,242,619)
                                                                -------------    -------------
    Total stockholders' equity (deficit)                           (5,331,218)      (4,046,825)
                                                                -------------    -------------
  TOTAL                                                         $   1,114,550    $   1,626,937
                                                                =============    =============
</TABLE>

See notes to unaudited consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
(unaudited)
                                                                                                       Period October 16,
                                                                                                         1987 (Date of
                                               Three Months Ended               Nine Months Ended      Inception) Through
                                                  September 30,                   September 30,           September 30,
                                              2004            2003            2004            2003            2004
                                          ------------    ------------    ------------    ------------    ------------
<S>                                            <C>             <C>           <C>             <C>            <C>
REVENUE                                              -               -          10,550               -         135,132
COST OF SALES
  Cost of goods sold                                 -               -               -               -          75,447
  Loss on write down of inventory                    -               -               -               -         612,020
                                          ------------    ------------    ------------    ------------    ------------
GROSS PROFIT                                         -               -          10,550               -        (552,335)

OPERATING EXPENSES:
  Research and development                       3,831               -          10,482          41,125      40,492,371
  Selling, general, and administrative         755,234         548,417       2,132,329       1,283,086      28,937,574
  (Gain) on disposition of fixed assets              -               -               -               -          (8,084)
                                          ------------    ------------    ------------    ------------    ------------
      Total operating expenses                 759,065         548,417       2,142,811       1,324,211      69,421,861

OTHER INCOME (EXPENSE):
  Interest income                                    -               -               -               -       2,476,723
  Interest expense                             (92,579)       (150,355)       (262,410)       (324,149)     (1,249,913)
  Royalty income                                     -          13,654               -          40,962         129,845
                                          ------------    ------------    ------------    ------------    ------------
      Net (expense) other income               (92,579)       (136,701)       (262,410)       (283,187)      1,356,655
                                          ------------    ------------    ------------    ------------    ------------
LOSS BEFORE INCOME TAXES                      (851,644)       (685,118)     (2,394,671)     (1,607,398)    (68,617,541)
PROVISION FOR INCOME TAXES                           -               -               -               -         (19,749)
                                          ------------    ------------    ------------    ------------    ------------
NET LOSS                                  $   (851,644)   $   (685,118)   $ (2,394,671)   $ (1,607,398)   $(68,637,290)
                                          ============    ============    ============    ============    ============
NET LOSS PER SHARE:
      Basic and Diluted                   $      (0.03)   $      (0.03)   $      (0.08)   $      (0.06)
                                          ============    ============    ============    ============

WEIGHTED-AVERAGE SHARES
     Basic and Diluted                      32,595,403      25,912,581      31,484,728      25,663,977
                                          ============    ============    ============    ============
</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
                                                          =========  =======  =======  =======  =======  ======  =========  =======
</TABLE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
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
                                                          ===========  ======   ===========    ========   ==========
</TABLE>
See notes to unaudited consolidated financial statements.

                                        5
<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, 1993                                      -        -        -        -        -       -  1,564,828  $ 1,564
  (brought forward)
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)                                    ---------  -------  -------  -------  -------  ------  ---------  -------

BALANCE AT MARCH 31, 1994                               2,342,118   2,342         -      -           -       -   1,565,563   1,565
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
                                                       ==========  ======  ========  =====  ==========  ======  ========== =======
</TABLE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
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, 1993                               $ 6,249,306         -    (4,734,103)         -     1,516,767
  (brought forward)
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
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
                                                       ============   =======  ============   ========  ===========
</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 DECEMBER 31, 1996                                    -       -         -      -           -       -   6,433,095   6,433
  (brought forward)
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>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
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, 1996                             49,454,334         -   (35,368,878)         -   14,091,889
  (brought forward)
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
                                                       ============   =======  ============   ========  ===========
                                                                                                                       (Continued)
</TABLE>

See notes to unaudited consolidated financial statements.

                                       7
<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 (unaudited)
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- --------
BALANCE AT DECEMBER 31, 2002                                    -       -         -      -           -       -  27,592,354 $ 27,593
                                                       ==========  ======  ========  =====  ==========  ======  ========== ========
Issuance of Common Stock for consulting
  services ($0.30 per share, net)                               -       -         -      -           -       -      50,000       50
Issuance of Common Stock for consulting
  services ($0.32 per share, net)                                                                                  468,749      468
Issuance of Common Stock for consulting
  services ($0.11 per share, net)                                                                                  275,000      275
Issuance of Common Stock as incentive for
  funding by issue of notes ($0.25 per share net)                                                                3,187,500    3,188
Common Stock (410,358 shares) to be issued
  for interest accrued on stockholder's advances
Memorandum entry to record as expense for
  honorary services rendered by a shareholder
Net loss
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- --------
BALANCE AT DECEMBER 31, 2003                                    -       -         -      -           -       -  31,573,603 $ 31,574
                                                       ==========  ======  ========  =====  ==========  ======  ========== ========
Issuance of Common Stock as incentive for
 funding by issue of notes ($0.25 per share net)                                                                 1,812,500    1,813
Issuance of Common Stock as incentive for
 funding by issue of notes ($0.31 per share net)                                                                 1,723,220    1,723
Common Stock (29,636 shares) to be issued
  for interest accrued on stockholder's advances
Common Stock (54,162 shares) to be issued
  for interest accrued on stockholder's advances
Common Stock (82,705 shares) to be issued
  for interest accrued on stockholder's advances
Memorandum entry to record as expense for
   honorary services rendered by a shareholder
Net loss
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- --------
BALANCE AT SEPTEMBER 30, 2004                                   -       -         -      -           -       -  35,109,323 $ 35,110
                                                       ==========  ======  ========  =====  ==========  ======  ========== ========

</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)
                                                       ============   =======  ============   ========  ===========

Issuance of Common Stock for consulting
  services ($0.30 per share, net)                            14,950                                          15,000
Issuance of Common Stock for consulting
  services ($0.32 per share, net)                           149,532                                         150,000
Issuance of Common Stock for consulting
  services ($0.11 per share, net)                            29,975                                          30,250
Issuance of Common Stock as incentive for
 funding by issue of notes ($0.25 per share net)            793,687                                         796,875
Common Stock (410,358 shares) to be issued
  for interest accrued on stockholder's advances            102,386                                         102,386
Memorandum entry to record as expense for
  honorary services rendered by a shareholder               100,000                                         100,000
Net loss                                                                         (2,164,698)             (2,164,698)
Total comprehensive income (loss)                                                                                    $ (2,164,698)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 2003                           $ 62,167,320  $ (3,100) $(66,242,619)  $      -  $(4,046,825)
                                                       ============   =======  ============   ========  ===========
Issuance of Common Stock as incentive for
 funding by issue of notes ($0.25 per share net)            451,312                                         453,125
Issuance of Common Stock as incentive for
 funding by issue of notes ($0.31 per share net)            532,475                                         534,198
Common Stock (29,636 shares) to be issued
  for interest accrued on stockholder's advances             15,707                                          15,707
Common Stock (54,162 shares) to be issued
  for interest accrued on stockholder's advances             15,707                                          15,707
Common Stock (82,705 shares) to be issued
  for interest accrued on stockholder's advances             16,541                                          16,541
Memorandum entry to record as expense for
   honorary services rendered by a shareholder               75,000                                          75,000
Net loss                                                                         (2,394,671)             (2,394,671)
Total comprehensive income (loss)                                                                                    $ (2,394,671)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT SEPTEMBER 30, 2004                          $ 63,274,062  $ (3,100) $(68,637,290)  $      -  $(5,331,218)
                                                       ============   =======  ============   ========  ===========
</TABLE>

See notes to unaudited consolidated financial statements.            (Concluded)

                                       8
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                         Period October 16,
                                                                                                           1987 (Date of
                                                                                  Nine Months Ended      Inception) Through
                                                                                    September 30,           September 30,
                                                                                2004            2003             2004
                                                                             ------------    ------------    ------------
<S>                                                                          <C>             <C>             <C>
OPERATING ACTIVITIES
  Net loss                                                                   $ (2,394,671)   $ (1,607,398)   $(68,637,290)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
    Depreciation and amortization                                                  34,004          35,950       2,707,078
    Amortization of premiums on short-term investments                                                            156,692
    Amortization of deferred financing costs                                    1,188,175                       1,218,317
    Loss on disposal of property and equipment                                                                    194,102
    Loss on license and settlement agreements                                                                      49,026
    Loss on abandonment of patent applications                                                                    303,234
    Loss on inventory write-down                                                                                  612,020
    Vendor settlements                                                                                            (77,257)
    Noncash compensation                                                           75,000          75,000       3,383,451
    Gain from disposition of fixed assets                                                                        (159,473)
    Interest paid in Common Stock                                                  47,955                         447,489
    Consultancy fees paid in Common Stock                                                         195,250         195,250
    Changes in assets and liabilities:
       Accounts receivable                                                                                              -
       Inventories                                                                                               (693,500)
      Other current assets                                                         (1,500)         29,785          (1,500)
      Other assets                                                                                               (134,582)
      Interest payable                                                             79,402                         180,103
      Due to affiliate                                                             55,356         240,706         253,637
      Accounts payable and accrued expenses                                       (77,571)        338,777       1,410,686
                                                                             ------------    ------------    ------------
          Net cash used in operating activities                                  (993,850)       (691,930)    (58,592,517)
                                                                             ------------    ------------    ------------
INVESTING ACTIVITIES
  Acquisitions of property and equipment                                           (5,284)                     (2,610,691)
  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                             -               -      26,406,378
                                                                             ------------    ------------    ------------
          Net cash used in investing activities                                    (5,284)              -      (3,168,730)
                                                                             ------------    ------------    ------------
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
  Proceeds from issuance of notes payable                                         707,144                       1,344,644
  Notes financing costs                                                           (83,502)                       (213,309)
  Net bank borrowings (repayments) under a line of credit                                         184,335       1,200,000
  Advances from stockholder and related party                                       7,676         510,348       1,563,082
  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                               631,318         694,683      61,874,260
                                                                             ------------    ------------    ------------
    NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                         (367,816)          2,753         113,013
    EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                 (111,497)

  CASH AND CASH EQUIVALENTS:
    BEGINNING OF PERIOD                                                           369,332           1,413
                                                                             ------------    ------------    ------------
    END OF PERIOD                                                            $      1,516    $      4,166    $      1,516
                                                                             ============    ============    ============
</TABLE>

See notes to unaudited consolidated financial statements             (continued)

                                       9
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                         Period October 16,
                                                                                                           1987 (Date of
                                                                                  Nine Months Ended      Inception) Through
                                                                                    September 30,           September 30,
                                                                                2004            2003            2004
                                                                             ------------    ------------    ------------
<S>                                                                          <C>             <C>             <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for interest                                   $     75,585    $     29,974    $    653,589
                                                                             ============    ============    ============

SUPPLEMENTAL SCHEDULE FOR NONCASH INVESTING & FINANCING ACTIVITIES:
  Acquisition of property and equipment under capitalized lease
    transactions:                                                                                            $     82,234
                                                                                                             ============
  During the fiscal year ended March 31, 1994, 222,222 shares of
    Series A Preferred were issued in exchange for $1 million
    in notes payable to a principle 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, 235,294 shares of Common
    Stock issued in connection with the acquired patent, which was
    retired during the 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, 431,372 shares of
    Common Stock were exchanged 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
                                                                                                             ============
  During the fiscal year ending December 31, 2003, 793,749 shares
    of Common Stock were exchanged for services rendered by
    consultants:
    Fair value of services rendered                                                          $    195,250    $    195,250
                                                                                             ------------    ------------
    Issuance of Common Stock                                                                 $    295,250    $    195,250
                                                                                             ============    ============
  During the fiscal year ending December 31, 2003, the Company
    transferred accrued interest on advances from a principal
    stockholder to be exchanged for 410,358 shares of Common Stock:
    Accrued interest                                                                         $     48,992    $    102,386
                                                                                             ------------    ------------
    Issuance of Common Stock                                                                 $     48,992    $    102,386
                                                                                             ============    ============
  During the fiscal year ending December 31, 2003, 3,187,500 shares
    of Common Stock were issued as incentive for funds secured
    against notes payable under a private placement funding:
    Fair value of Finance costs                                                                              $    796,875
                                                                                                             ------------
    Issuance of Common Stock                                                                                 $    796,875
                                                                                                             ============
  During the nine months ending September 30, 2004, 3,535,720 shares
    of Common Stock were issued as incentive for funds secured
    against notes payable under a private placement funding:
    Fair value of Finance costs                                              $    987,323                    $    987,323
                                                                             ------------                    ------------
    Issuance of Common Stock                                                 $    987,323                    $    987,323
                                                                             ============                    ============
  During the nine months ending September 30, 2004, the Company
    transferred accrued interest on advances from a principal
    stockholder to Additional Paid-In Capital account to be
    exchanged for 166,503 shares of Common Stock:
    Accrued interest                                                         $     47,955                    $     47,955
                                                                             ------------                    ------------
    Issuance of Common Stock                                                 $     47,955                    $     47,955
                                                                             ============                    ============
</TABLE>

See notes to unaudited consolidated financial statements             (Concluded)

                                       10
<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 September 30, 2004, the Company's current liabilities exceeded its
current assets by $5 million and its total liabilities exceeded its total assets
by $5.3 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 lowering salaries of its six then current employees and some of
its consultants, minimizing use of outside consultants, arranging with its
employees and a consultant to accept options to acquire the Company's Common
Stock for a portion of their services, and limiting its marketing activities. In
January 2003, Dr. Long advanced $475,000 to enable the Company to meet its then
projected minimum financial requirements. As of September 30, 2004, the
aggregate amount due to Dr. Long and his affiliates, including advances made by
him in 2003 and 2004, liability for a three-year promissory note amounting to
$450,000 and interest accrued on all the debts due to him, is $2,446,821, and is
also entitled to receive 576,760 shares of the Company's Common Stock for
interest due up to September 30, 2004 on an advance of $1,050,000 made by him in
2003.

During the seven months commencing April 16, 2003, the Company was unable to
meet its payroll commitments. Five of its six employees agreed to the deferment
of the payment of the salary due to them, payable with 100% interest thereon,
until the receipt of the proceeds from new funding. The Company also granted
options to acquire 514,227 shares of Common Stock to these employees at an
exercise price of $0.33 per share, the closing market price of the Common Stock
on the date of the grant, in consideration for the reduction in remuneration
accepted by them during the first four months of 2003.

In June 2003, the Company's bank line of credit was increased by $200,000 to
$1.2 million upon the furnishing of additional collateral provided to the bank
by Dr. Long and certain of his affiliates. The line expired on November 2, 2004,
and is being renewed on the basis of assurance given by Dr. Long and his
affiliates that they will continue to provide collateral for the line of credit.

In October 2003, the Company entered into an agreement with a placement agent
for assistance in obtaining short-term bridge financing agreement of up to
$700,000 (subsequently increased to $1 million) in a private placement on a best
effort basis. In December 2003, the Company received gross proceeds of $637,500
against issuance of $637,500 principal amount of notes payable and 3,187,500
shares of Common Stock, at a cost of $796,875 which is being amortized over 365
days. Additionally, the Company made cash payments of $129,807 for financing
costs that are also amortized over the same period.

During January and February 2004, the Company received further gross proceeds of
$362,500 and issued an additional $362,500 of notes payable and 1,812,500 shares
of Common Stock, at a cost of $453,125 which is being amortized over the
remaining 365 days since the initial sale in December 2004. Additionally, the
Company made cash payments of $46,038 for financing costs that are also
amortized over the same period.

On May 3, 2004, the Company signed a similar agreement with the same placement
agent to secure further short-term bridging finance of up to $800,000. Under the
new agreement, the Company sold $329,000 of its securities it was closed on
August 30, 2004. The Company received gross proceeds of $100,000, $154,000 and
$75,000 against aggregate issuance of $329,000 principal amount of notes payable
and 1,645,000 shares of Common Stock, at a cost of $509,950 on June 1, 2004,
July, 2004 and August, 2004, respectively The value of Common Stock which is
being amortized over the period of the notes all of which expire on May 31,
2005. Additionally, the Company made cash payments of $35,900 for financing
costs that are also amortized over the same period.

On September 8, 2004, the Company signed an agreement for $50,000 with the
placement agent on the same terms and conditions, and received gross proceeds of
$15,644 against issuance of notes payable of $15,644 and shares of Common Stock
of 78,220 at a cost of $24,248 on September 8, 2004.

                                       11
<PAGE>

As of September 30, 2004, the Company has capitalized a total of $1,997,507 of
finance costs, representing the value of Common Stock issued of $1,784,198 and
finance expenses of $213,309, of which $ 1,218,317 is amortized, leaving an
aggregate cost of $779,190 unamortized.

The Company used the proceeds from the two placements to finance the expense to
complete its FDA application to obtain approval to market the Biofield
Diagnostic System in the United States, marketing of the Company's device in
certain European countries and to keep the Company operational for during the
first nine months of 2004. The Company's submission of a 510(k) application to
the notified body, KEMA Registered Quality, Inc., for review prior to formal
submission to the FDA, the first step to obtain formal regulatory clearance that
allow the marketing and sale of the Company's device in the United States, has
been approved. The notified body submitted a formal 510(k) application to the
FDA on November 16, 2004. Simultaneously, the Company is attempting to raise
long-term capital of approximately $5 million to $7 million to enable it to
commercialize its device (assuming FDA approval is obtained) and maintain its
operations. The infusion of long-term capital is essential for the Company to
continue its operations. There is no assurance the Company will be successful in
securing the long-term capital or the balance of the short-term funding.

The Company has depleted all its cash resources and two of the five employees
left on September 30, 2004. The Company has not paid its employees for September
2004 and October 2004. More employees are likely to depart unless the Company
obtains immediate cash and pays the back pay. The Company's existence is
dependent upon management's ability to secure immediately cash to resolve its
current liquidity problems. However, no assurance can be given that management's
actions will result in profitable operations or the resolution of the Company's
liquidity problems. The accompanying consolidated financial statements do not
include any adjustments to the amounts and classification of assets and
liabilities that might result should the Company be unable to continue as a
going concern.

2. THE COMPANY - The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the three months and nine months
ended September 30, 2004 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2004. The unaudited condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements as at December 31, 2003, and the footnotes
thereto which are included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2003.

3. CONSOLIDATED FINANCIAL STATEMENTS - The consolidated financial statements
include the accounts of the Company and Biofield International, Inc. 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 2,428,409 are not included in the share calculations since the
effect of their inclusion would be antidilutive.

5. STOCK-BASED EMPLOYEE COMPENSATION - At September 30, 2004, 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>
<TABLE>
<CAPTION>

                                            Three months ended               Nine months ended
                                       September 30,   September 30,   September 30,   September 30,
                                           2004            2003            2004            2003
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>
Net loss, as reported                  $   (851,644)   $   (685,118)   $ (2,394,671)   $ (1,607,398)
Add: Total stock-based
  employee compensation
  expense determined under
  fair value based method for
  all awards, net of related tax
  effects                                    (1,415)        (22,798)         (4,245)       (132,546)
                                       ------------    ------------    ------------    ------------
Pro forma net loss                     $   (853,059)   $   (707,916)   $ (2,398,916)   $ (1,739,944)
                                       ============    ============    ============    ============

Earnings per share:
Basic and diluted loss per share:
  As reported                          $      (0.03)   $      (0.02)   $      (0.08)   $      (0.06)
  Pro forma                            $      (0.03)   $      (0.02)   $      (0.08)   $      (0.07)
                                       ============    ============    ============    ============
</TABLE>

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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

As a development stage company, we have incurred net losses since inception
through September 30, 2004 of approximately $69 million. Our current liabilities
exceeded our current assets by approximately $5 million, and our total
liabilities exceeded our total assets by approximately $5.3 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, and Dr.
David Long and certain of his affiliates funded our minimum operating expenses.

In January 2003, Dr. David Long and certain of his affiliates advanced $450,000
to cover certain minimum operating expenses and, during 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, reducing
our marketing activities and arranging with our employees and one of our
consultants to accept options to acquire 514,227 shares of our common stock at
$0.33 per share as compensation for a portion of their services. In June 2003,
Dr. Long and certain of his affiliates deposited additional collateral with our
bank as a condition to our bank increasing its line of credit to us by $200,000,
which amount was then drawn down. During the second half of 2003, Dr. Long
advanced an additional $30,000 to us and we commenced a private placement to
raise $1 million.

On December 4, 2003, we sold $300,000 of our securities in the first tranche of
the placement. The remaining tranches of $337,500, $250,000 and $112,500 closed
on December 29, 2003, January 21, 2004 and February 20, 2004, respectively.
$100,000 principal amount of our 12% promissory Notes and 500,000 shares of our
common stock were issued for each $100,000 received and we issued to the
placement agent five-year warrants to purchase an aggregate of 500,000 shares of
our common stock at a purchase price of $0.20 per share. The Notes are due and
payable on the earlier of the date that we receive gross proceeds aggregating at
least $2.5 million from the sale of our debt and equity securities (for which
purpose, all such sales within a six month period would be aggregated) or
December 31, 2004. If the notes are not paid by December 31, 2004 (i) we are
obligated to issue an additional 250,000 shares of common stock for each

                                       13
<PAGE>

$100,000 principal amount of notes, and (ii) the notes thereafter bear interest
at 1.5% per month. Until the Notes are repaid, the holders have the right to
participate in any offering by us of our equity securities (including of
convertible debt) by using the Notes (and accrued interest thereon) to acquire
the equity securities at a 25% discount from the offering price (and if the
offering is of convertible debt to acquire such debt at face with the conversion
feature at a 25% discount). A portion of the proceeds of the placement are being
used to complete our proposed submission to the U.S. Food and Drug
Administration ("FDA") for our Biofield Diagnostic Device. In March 2004, we
submitted a 510(k) application to the notified body, KEMA Registered Quality,
Inc. ("KEMA"), for review prior to formal submission to the FDA, the first step
to obtain regulatory clearance that will allow the marketing and sale of our
device in the United States. We believe that our filing of the 510(k)
application satisfies our undertaking to file an application with the FDA by
June 20, 2004 as required by the terms of the subscription agreement relating to
the previously completed $1 million private placement. In the event, however,
that it was determined that the filing of our 510(k) application did not satisfy
such undertaking, we would be required to issue an additional 500,000 shares of
our common shock to the participants in the private placement, as well as an
additional 500,000 shares of common stock for each period of 30 days after June
20, 2004 in which the undertaking remained unsatisfied.

We are required to file a registration statement with the SEC on behalf of all
purchases of shares of common stock issued and issuable in the placement, at our
expense, and if such registration is not declared effective before September 30,
2004, we are required to issue an additional 500,000 shares of common stock to
the participants in the placement, as well as an additional 500,000 shares of
common stock for each period of 30 days of delay thereafter. The original
deadline for the registration statement being declared effective was July 20,
2004, but was extended by the placement agent to accommodate the private
placement described below.

On May 3, 2004, we entered into another agreement (with the placement agents who
helped us secure $1 million in December 2003) to seek additional short-term
bridge financing of up to $800,000 on identical terms and conditions as the
December 2003 offering. Under the new agreement, we sold $100,000 of our
securities in the first tranche of the placement and further tranches of
$154,000 and $75,000 of our securities on July 1, 2004 and August 5, 2004,
respectively. The subscription for the placement was closed after sale of
$329,000 of our securities under this placement on August 30, 2004. The
registration statement for these securities and securities sold under the first
placement of $1 million were filed for registration on September 14, 2004 and
were declared effective by the Securities and Exchange Commission on September
30, 2004. The Notes are due and payable on the earlier of the date that we
receive gross proceeds aggregating at least $3.5 million from the sale of our
debt and equity securities (for which purpose, all such sales within a six month
period would be aggregated). If the notes are not paid by the due date (i) we
are obligated to issue an additional 150,000 shares of common stock for each
$100,000 principal amount of notes, and (ii) the notes thereafter bear interest
at 1.5% per month. There is no assurance that we can obtain the remaining
financing on a timely basis, if at all, under this new agreement. On September
8, 2004, we signed an agreement for $50,000 with the private placement on
similar terms and condition as the $329,000 placement and received $15,644,
which was used to pay interest due on the notes issued in the $1 million and
$329,000 placements.

Our cash resources have completely depleted and survival of the Company and
continuation of its essential operations are dependent on securing immediate
cash to pay the employees back pay and for other critical services. The
employees have not been paid for September and October 2004, and two of the five
employees have left. It will not be possible to retain the remaining employees
unless they receive payment soon. Our 510(k) application has now been reviewed
and approved by KEMA, the notified body, and it has submitted the application to
the FDA. In the interim, till we receive further communication from the FDA, we
would not be able to operate unless we obtain new funding. The immediate cash
requirement for minimal operational activities is critical, and continuation of
the operations will depend on our ability to immediately obtain such funds.

Liquidity and Capital Resources

We have financed our operations from inception up to November 2003 almost
entirely by the issuance of our securities, interest income on the then
unutilized proceeds from these issuances and with loans made directly, or
guaranteed and collateralized, by Dr. David Long and certain of his affiliates.
In December 2003, we secured a short-term bridge finance of $1 million, and in
May 2004, we signed another agreement with the placement agent who assisted us
with such $1 million loan, to secure additional short-term bridge financing of
$800,000. Under the second agreement, we secured $329,000 before we closed the
subscription on August 30, 2004. We signed another agreement for $50,000 with
our placement agent on September 8, 2004.

                                       14
<PAGE>

At September 30, 2004, we had a working capital deficiency of $5,042,495, an
increase of $1,218,027 from December 31, 2003. Our cash and cash equivalents
were $1,516 at September 30, 2004, as compared to $369,332 at December 31, 2003.

At September 30, 2004 and December 31, 2003, we had inventory of $81,480. We
believe that all items of inventory are currently saleable at prices in excess
of carrying cost.

During the nine months ended September 30, 2004, our operating activities
utilized $993,850 of net cash, our investing activities used $5,284 and our
financing activities provided $631,318 of net cash, $707,144 (net of $83,502 in
financing costs) of which represented the proceeds from our $1 million and
$329,000 private placements and first tranche ($15,644) of a note signed by us
in favor of our placement agent for $50,000. During the corresponding period in
2003, our operating activities utilized $691,930 of net cash and our financing
activities provided $694,683 of net cash, which was made up of $510,348 in
advances received from Dr. David Long and certain of his affiliates and $184,335
from the bank line of credit.

In June 2000, we obtained a $500,000 line of credit from a bank, repayment of
which has been guaranteed and collateralized by an affiliate of Dr. David Long.
The line of credit was increased in November 2001 to $750,000, in January 2002
to $1 million, and in December 2003 to $1.2 million. The line of credit has been
fully drawn-down and has expired on November 2, 2004, and is being renewed on
the basis of assurance given by Dr. Long and his affiliates that they will
continue to provide collateral for the line of credit.

Since 2001, we have been seeking additional third-party funding. During such
time, we have retained a number of different investment banking firms to assist
us in locating available funding; however, we have not yet been successful in
obtaining any of the long-term funding needed to make us into a commercially
viable entity. 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, in 2003 Dr. Long advised us that we should not expect that
he or his affiliates will make any further funds available to us. During the
period from December 2003 to February 2004, we were able to obtain short-term
financing of $1 million from a private placement (which resulted in net proceeds
to us of $811,778, prior to any allocation for the cost of our required
registration of the shares of common stock issued in the placement). On May 3,
2004, we signed an agreement with our placement agent to secure bridge financing
up to $800,000, and we secured $329,000 under this placement. On September 8,
2004, we signed a note in favor of our private placement for $50,000 under the
same terms and conditions as the $329,000 private placement. Most of the
proceeds from this note are set aside to pay for interest due on notes issued
under the $1 million and $329,000 private placements. Although we have filed our
510(k) application to the FDA and are continuing with our efforts to obtain
funding to maintain our operations, we cannot assure you that we will be
successful or that any funding we receive will be received timely or on
commercially reasonable terms. Due to our working capital deficiency, and if we
do not receive adequate and timely financing, we may be forced to cease our
operations. Under such circumstances, we will be unable to pay our vendors,
lenders and other creditors since the net realizable value of our non-current
assets will not generate adequate cash.

Until such time, if at all, as we receive adequate funding, we have no option
but 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 third-party funding, we do not expect to generate a positive cash flow
from our operations for at least several years, if at all, due to anticipated
expenditures for research and development activities, administrative and
marketing activities, and working capital requirements and expect to continue to
attempt to raise further capital through one or more further private placements.

Results of Operations

Comparison of the Unaudited Nine Months Ended September 30, 2004 (the "2004
Period") with the Unaudited Nine Months Ended September 30, 2003 (the "2003
Period")
----------------------------------------------------------------------------

We generated revenue of $10,550 from the sale of a device to a distributor in
the 2004 Period. We did not sell any of our products in the 2003 Period.

                                       15
<PAGE>

In the 2004 Period, as we sold a device against which we had made a full
provision, we did not have any cost of sales charge against this sale. In the
2003 Period, we did not incur any cost of sales as we did not sell any products.

Research and development expenses decreased by $30,643, or 75%, to $10,482 in
the 2004 Period, from $41,125 in the 2003 Period, due to a slow down in
activities relating to redesign of our device as the project neared completion.

Selling, general and administrative expenses increased by $849,243, or 66%, to
$2,132,329 in the 2004 Period from $1,283,086 in the 2003 Period. The increase
was largely attributable to the amortization of $1,188,175 of the finance cost
pertaining to the private placements of $1 million and $329,000 completed in
February 2004 and September 2004, respectively, The increase in the finance cost
was partly compensated by reduction of $101,251 in expenses and fees paid to
several investment brokers hired to source funds, and by reduction in personnel
costs (employees and consultants) of approximately $63,172 and legal fees of
$103,114 in the 2004 Period.

Amortization of finance costs pertaining to the $1 million and $329,000 private
placements was the reason for the increase in total operating expenses of
$818,600, or 62%, from $1,324,211 in the 2003 Period to $2,142,811 in the 2004
Period.

We had net interest expense of $262,410 in the 2004 Period, compared to $324,149
in the 2003 Period, a decrease of $61,739, or 19%, due to a non-recurring
provision made in the 2003 Period for interest on unpaid salary for six months
ended September 30, 2003 amounting to $161,707, which savings was reduced by
additional interest charges on increased borrowings, significantly by the new
interest charge in the 2004 Period of $96,461 pertaining to the private
placement notes payable issued after November 2003 amounting to $1.3 million.

We had no royalty income in the 2004 Period compared to $40,962 we earned in the
2003 Period as the licensing agreement which generated this income expired in
2004.

As a result of the foregoing, we incurred a net loss of $2,394,671 in the 2004
Period, compared to a net loss of $1,607,398 in the 2003 Period, an increase of
$787,273, or 49%.

Comparison of the Unaudited Three Months Ended September 30, 2004 (the "2004
Quarter") with the Unaudited Three Months Ended September 30, 2003 (the "2003
Quarter")
-----------------------------------------------------------------------------

We did not sell any of our products in the 2004 Quarter or the 2003 Quarter.

Research and development expenses incurred in 2004 Quarter was $3,831, and no
such expenditure was recorded in the 2003 quarter

Selling, general and administrative expenses increased by $206,817, or 38%, to
$755,234 in the 2004 Quarter from $548,417 in the 2003 Quarter. The increase was
largely attributable to the amortization of $491,432 of the finance cost
pertaining to the private placements of $1 million and $329,000 completed in
February 2004 and September 2004, respectively, The increase in the finance cost
was partly compensated by reduction of $207,692 in expenses and fees paid to
several investment brokers hired to source funds, and by reduction in personnel
costs (employees and consultants) of approximately $32,960 in the 2004 Period.

Amortization of finance costs pertaining to the $1 million and $329,000 private
placements was the reason for the increase in total operating expenses of
$210,648, or 38%, from $548,417 in the 2003 Quarter to $759,065 in the 2004
Quarter.

We had net interest expense of $92,579 in the 2004 Quarter, compared to $150,355
in the 2003 Quarter, a decrease of $57,776, or 38%, due to a non-recurring
provision made in the 2003 Quarter for interest on unpaid salary for three
months ended September 30, 2003 amounting to $91,608, which savings was reduced
by additional interest charges on increased borrowings, significantly by the new
interest charge in the 2004 Quarter of $50,047 pertaining to the private
placement notes payable issued after November 2003 amounting to $1.3 million.

We had no royalty income in the 2004 Quarter compared to $13,654 we earned in
the 2003 Quarter as the licensing agreement which generated this income expired
in 2004.

                                       16
<PAGE>

As a result of the foregoing, we incurred a net loss of $851,644 in the 2004
Quarter, compared to a net loss of $685,118 in the 2003 Quarter, an increase of
$166,526, or 24%.

Acquisition or Disposition of Plant and Equipment

We do not anticipate the sale of any significant property, plant or equipment
during the next twelve months. We do not anticipate the acquisition of any
significant property, plant or equipment during the next twelve months, other
than leasehold improvements, computer equipment and peripherals used in our
day-to-day operations.

Number of Employees

As of September 30, 2004, we had 3 employees. In order for us to attract and
retain quality personnel, we will need to offer competitive salaries to current
and future employees.

Limited public market, possible volatility of share price

Our common stock is currently quoted on the NASD OTC Bulletin Board under the
ticker symbol "BZET." As of September 30, 2004, there were 32,803,192 shares of
common stock outstanding (shares issued less the shares in the treasury),
although a significant portion thereof is not publicly traded. There can be no
assurance that a trading market for our common stock will be sustained in the
future. Factors such as, but not limited to, technological innovations, new
products, acquisitions or strategic alliances entered into by us or our
competitors, failure to meet securities analysts' expectations, government
regulatory action, patent or proprietary rights developments, and market
conditions for technology stocks in general could have a material effect on the
volatility of our stock price.

Application of Critical Accounting Policies

Impairment of long-lived assets

At September 30, 2004, we had $220,506 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 nine months
ended September 30, 2004 and September 30, 2003, we had patent amortization
expense of $28,195. 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 September 30, 2004 and
2003, 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
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.

Stock-Based Compensation

We apply the intrinsic value-based method of accounting prescribed by Accounting
Principles Board Opinion 25, "Accounting for Stock Issued to Employees", and

                                       17
<PAGE>

related interpretations, in accounting for our stock option plans. As such,
compensation expense is recorded on the date of grant of an employee stock
option only if the then current market price of the underlying stock exceeds the
exercise price. Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation", established accounting and disclosure
requirements using a fair value-based method of accounting for stock-based
employee compensation plans. As allowed by SFAS No.123, we have elected to
continue to apply the intrinsic value-based method of accounting described
above, and have adopted the disclosure requirements of SFAS No. 123. We also
have adopted the annual disclosure provisions of SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an Amendment of SFAS 123"
in our financial reports for the year ended December 31, 2003 and for the
subsequent periods.

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.

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 our Annual Report on Form
10-KSB for the year ended December 31, 2003, could cause our performance to
differ from the expectations implied by our forward-looking statements:

         o        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.

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

         o        Failure to obtain expected results in our clinical trials.

         o        Technological obsolescence of our device.

         o        Changes in governmental regulations in our principal markets.

         o        Inability to generate significant market acceptance of our
                  device.

         o        Failure to obtain customers for our device.

         o        Inability to manage our anticipated growth.

         o        Loss of our key employees.

         o        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

Dr. David Long, our chief executive officer, and John Stephens, our chief
financial officer, have evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities

                                       18
<PAGE>

Exchange Act of 1934) as they existed at September 30, 2004. Based upon that
evaluation, they concluded that our disclosure controls and procedures are
effective to timely alert them to material information required to be disclosed
in our periodic filings with the Securities and Exchange Commission.

No changes in our internal controls over financial reporting have occurred since
September 30, 2004 that have materially affected our internal controls over
financial reporting or are reasonably expected to materially affect our internal
controls over financial reporting.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

We are not a party to any pending legal proceeding which is not routine
litigation incidental to our business or which involves a claim for damages
exceeding 10% of our current assets, nor are we aware of any proceeding
concerning us that a governmental authority may be contemplating.

Item 2.  Changes in Securities and Small Business Issuer Purchases of Equity
         Securities

Set forth below is certain information concerning all sales made by us of our
securities since July 1, 2004 which were not registered under the Securities Act
of 1933 and were not previously disclosed by us in our Quarterly Reports or
Annual Reports on Form 10-QSB or Form 10-KSB.

We sold an aggregate of $329,000 of our securities since April 1, 2004 as part
of an $800,000 private placement ($100,000 of which closed on June 1, 2004,
$154,000 of which closed on July 1, 2004 and the remaining $75,000 of which
closed on August 4, 2004). We closed the subscription after we had sold $329,000
of our securities. In addition, we sold an aggregate of $50,000 of our
securities on September 8, 2004 to our private placement agent on similar terms
and conditions ($15,644 of which closed on September 8, 2004, $15,519 on October
4, 2004, and $2,222 of which was closed on October 22, 2004). For each $100,000
that we received, we issued (i) $100,000 in principal amount of our 12%
promissory notes (due after 365 days from the date of issue) and (ii) 500,000
shares of our common stock. CGF Securities, Inc. is acting as placement agent
and is entitled to receive, as its fee (i) five-year warrants to purchase shares
of our common stock equal to 10% of shares issued to the holders of the
promissory notes at a purchase price of $0.20 per share, (ii) 10% of the gross
proceeds, and (iii) $3,000 as reimbursement of its expenses. The Notes are due
and payable on the earlier of the date that we receive gross proceeds
aggregating at least $3.5 million from the sale of our debt and equity
securities (for which purpose, all such sales within a six month period would be
aggregated) or one year from the date of issue. If the notes are not paid by the
due date (i) we are obligated to issue an additional 150,000 shares of common
stock for each $100,000 principal amount of notes, and (ii) the notes thereafter
bear interest at 1.5% per month. Until the Notes are repaid, the holders have
the right to participate in any offering by us of our equity securities
(including of convertible debt) by using the Notes (and accrued interest
thereon) to acquire the equity securities at a 25% discount from the offering
price (and if the offering is of convertible debt to acquire such debt at face
value with the conversion feature at a 25% discount). A portion of the proceeds
of the placement are being used to complete our proposed submission to the FDA
for our Biofield Diagnostic Device. In March 2004, we submitted a 510(k)
application to the notified body, KEMA Registered Quality, Inc., for review
prior to formal submission to the FDA, the first step to obtain regulatory
clearance that will allow the marketing and sale of our device in the United
States. We believe that our filing of the 510(k) application satisfies our
undertaking to file an application with the FDA by June 20, 2004 as required by
the terms of the subscription agreement relating to the previously completed $1
million private placement. In the event, however, that it was determined that
the filing of our 510(k) application did not satisfy such undertaking, we would
be required to issue an additional 500,000 shares of our common shock to the
participants in the private placement, as well as an additional 500,000 shares
of common stock for each period of 30 days after June 20, 2004 in which the
undertaking remained unsatisfied.

We are required to file a registration statement with the SEC for all shares of
common stock issued and issuable in the previously completed $1 million private
placement, at our expense, and, if such registration is not declared effective
by September 30, 2004, we are required to issue an additional 500,000 shares of
common stock to the participants in the placement, as well as an additional
500,000 shares of common stock for each period of 30 days of delay thereafter.
The original deadline for the registration statement being declared effective
was July 20, 2004, but was extended by the placement agent to accommodate the
new private placement of $800,000. No registration statement has yet been filed
in connection with the $1 million private placement. We filed the registration
statement for the private placements of $1 million and $329,000 on September 14,

                                       19
<PAGE>

2004, and the registration was declared effective by the Securities and Exchange
Commission on September 30, 2004.

The foregoing transactions were effected in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933 and/or Rule
506 of Regulation D promulgated thereunder. Each of the recipients of these
securities was, at the time of purchase, an accredited investor, as defined in
the rules promulgated under the Act, and agreed to accept the securities
purchased for investment.

Item 4.  Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of our securities holders during the fiscal
quarter ended September 30, 2004.

Item 6.  Exhibits and Reports on Form 8-K

         A.       Exhibits

                  Exhibit (31) Rule 13a-14(a)/15d-14(a) Certifications

                           (1) Certification by David M Long

                           (2) Certification by John D Stephens

                  Exhibit (32) Section 1350 Certifications

                           (1) Certification by David M Long

                           (2) Certification by John D Stephens

         B.       Reports on Form 8-K

                  None.


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: November 19, 2004                By: /s/ DAVID M. LONG
                                           -------------------------------------
                                           David M. Long, Jr., M.D., Ph.D.
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

Date: November 19, 2004                By: /s/ JOHN D. STEPHENS
                                           -------------------------------------
                                           John D. Stephens
                                           Senior Vice President and Chief
                                           Operating Officer (Principal
                                           Accounting and Financial Officer)


                                       20