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, 2001


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



                         Commission file number: 0-27848


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


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


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

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


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

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

            25,223,478 shares of common stock as of November 1, 2001.

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

                                   FORM 10-QSB

                                      INDEX
<TABLE>
<CAPTION>
                                                                          Page Number
                                                                          -----------
PART I.      FINANCIAL INFORMATION

Item 1.
Financial Statements

<S>                                                                           <C>
        Consolidated Balance Sheets as of September 30, 2001
        (unaudited) and December 31, 2000                                     3

        Consolidated Statements of Operations for the three and nine months
        ended September 30, 2001 and 2000 and for the period October 16,
        1987 (date of inception) through September 30, 2001 (unaudited)       4

        Consolidated Statements of Stockholders' Equity for the period
        October 16, 1987 (date of inception) through
        September 30, 2001 (unaudited)                                        5

        Consolidated Statements of Cash Flows for the nine months ended
        September 30, 2001 and 2000 and for the period October 16, 1987
        (date of inception) through September 30, 2001 (unaudited)            8

        Notes to Unaudited Consolidated Financial Statements                 10

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                11


PART II.OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                     14


SIGNATURES                                                                   15
</TABLE>

                                                                               2
<PAGE>
<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION

Item 1.        Financial Statements

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


ASSETS                                                                    September 30,           December 31,
                                                                             2001                     2000
                                                                          (unaudited)
<S>                                                                       <C>                      <C>
CURRENT ASSETS:
  Cash and cash equivalents                                               $     45,396             $  1,339,273
  Restricted cash                                                               84,717                   84,717
  Short-term investments                                                            --                      719
  Inventories                                                                  654,166                  692,752
  Other current assets                                                          20,476                   34,599
                                                                          ------------             ------------
      Total current assets                                                     804,755                2,152,060

PROPERTY AND EQUIPMENT - Net                                                    22,692                   21,577
OTHER ASSETS                                                                    22,753                   22,753
PATENT AND PATENT APPLICATION - Net                                            414,697                  406,818
                                                                          ------------             ------------
      TOTAL                                                               $  1,264,897             $  2,603,208
                                                                          ============             ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                        $    314,066             $    349,211
  Line of credit borrowings                                                    300,000                  286,000
  Due to affiliate                                                              61,371                   56,845
  Accrued expenses                                                              90,825                   76,000
                                                                          ------------             ------------
      Total current liabilities                                                766,262                  768,056


STOCKHOLDERS' EQUITY:
  Preferred Stock, $.001 par value; authorized 12,300,000
    shares; no shares issued or outstanding
  Common Stock, $.001 par value; authorized 40,000,000 shares;
    issued 27,529,609 shares at September 30, 2001
    and December 31, 2000                                                       27,530                   27,530
    Less - Treasury stock - 2,306,131 shares at September 30,
     2001 and December 31, 2000                                                 (3,100)                  (3,100)
  Additional paid-in capital                                                60,836,167               60,761,167
  Accumulated deficit during development stage                             (60,361,962)             (58,950,445)
                                                                          ------------             ------------
      Total stockholders' equity                                               498,635                1,835,152
                                                                          ------------             ------------
      TOTAL                                                               $  1,264,897             $  2,603,208
                                                                          ============             ============
See notes to unaudited consolidated financial statements.
</TABLE>


                                                                               3
<PAGE>
<TABLE>
<CAPTION>
                                 BIOFIELD CORP.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                                                                          Period October 16,
                                               Three Months Ended              Nine Months Ended            1987 (Date of
                                                 September 30,                    September 30,           Inception) Through
                                              2001            2000            2001            2000        September 30, 2001
                                          ----------------------------    ----------------------------    ------------------
<S>                                            <C>             <C>           <C>             <C>               <C>
REVENUE                                                                                                      $     22,582
COST OF SALES                                                                                                      10,162
                                                                                                             ------------
GROSS PROFIT                                                                                                       12,420

OPERATING EXPENSES:
  Research and development                $     31,598    $         --    $    134,953    $         --         39,968,553
  Selling, general, and administrative         502,423         474,150       1,294,514       1,082,770         22,430,425
  (Gain) on disposition of fixed assets             --              --              --              --             (8,084)
                                          ------------    ------------    ------------    ------------       ------------
      Total operating expenses                 534,021         474,150       1,429,467       1,082,770         62,390,894


OTHER INCOME (EXPENSE):
  Interest income                                   --           1,974          13,629           6,675          2,475,559
  Interest expense                              (3,735)         (2,769)         (3,735)         (2,769)          (455,922)
  Royalty income                                 2,095              --           8,056              --             16,624
                                          ------------    ------------    ------------    ------------       ------------
      Net other income (expense)                (1,640)           (795)         17,950           3,906          2,036,261
                                          ------------    ------------    ------------    ------------       ------------
LOSS BEFORE INCOME TAXES                      (535,661)       (474,945)     (1,411,517)     (1,078,864)       (60,342,213)
PROVISION FOR INCOME TAXES                          --              --              --              --            (19,749)
                                          ------------    ------------    ------------    ------------       ------------
NET LOSS                                  $   (535,661)   $   (474,945)   $ (1,411,517)   $ (1,078,864)      $(60,361,962)
                                          ============    ============    ============    ============       ============

NET LOSS PER SHARE:
     Basic and Diluted                    $      (0.02)   $      (0.02)   $      (0.06)   $      (0.05)
                                          ============    ============    ============    ============


WEIGHTED-AVERAGE SHARES
     Basic and Diluted                      25,223,478      22,223,478      25,223,478      21,954,589
                                          ============    ============    ============    ============

See notes to unaudited consolidated financial statements.

                                                                               4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------------
                                                   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
                                             ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
  (carried forward)
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                                          Deficit        Foreign
                                              Additional            Accumulated 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
                                             -----------  --------     ------------     -----------  ------------
  (carried forward)


See notes to unaudited consolidated financial statements.                                               (Continued)

                                                                                                                                  5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------------
                                                   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                                             0          0                                                     --         --
Total comprehensive income (loss)                                                                                     --         --
                                             ---------  ---------  ---------  ---------  ---------  --------- ----------  ---------

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
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
                                             ---------  ---------  ---------  ---------  ---------  --------- ----------  ---------
  (carried forward)
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                                          Deficit        Foreign
                                              Additional            Accumulated 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
  Preferred Stock to Common Stock                  2,692
Exercise of Common Stock warrants                 20,145                                                   20,147
Amortization of deferred compensation             26,093                                                   26,093
Net loss                                                                (10,036,090)                  (10,036,090)
Total comprehensive income (loss)                     --        --               --              --            --  $(10,036,090)
                                             -----------  --------     ------------     -----------  ------------  ------------

BALANCE AT DECEMBER 31, 1996                  49,454,334        --      (35,368,878)             --    14,091,889
Sale of Common Stock ($2.92 per share, net)    8,377,583                                                8,380,451
Warrants exchanged for Common Stock                 (644)
Exercise of Common Stock options                 168,541                                                  168,591
Exercise of Common Stock warrants                 93,299                                                   93,309
Issuance of Common Stock for consulting           99,975                                                  100,000
  services ($4.00 per share, net)                 62,579                                                   62,579
Amortization of deferred compensation
Net loss                                                                (10,151,041)                  (10,151,041)
Foreign currency translation adjustment                                                 $     1,333         1,333
Total comprehensive income (loss)                     --        --               --              --            --  $(10,149,708)
                                             -----------  --------     ------------     -----------  ------------  ------------

BALANCE AT DECEMBER 31, 1997                 $58,255,667        --     $(45,519,919)    $     1,333  $ 12,747,111
                                             -----------  --------     ------------     -----------  ------------
  (carried forward)


See notes to unaudited consolidated financial statements.                                                            (Continued)

                                                                                                                                  6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------------
                                                  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, 1997                       --         --         --         --         --         --   10,029,609  $  10,030
(brought forward)

Repurchase of Common Stock for treasury
  (2,246,131 shares)
Net loss
Foreign currency translation adjustment
Total comprehensive income (loss)                                                                                      --         --
                                            ---------  ---------  ---------  ---------  ---------  ---------   ----------  ---------

BALANCE AT DECEMBER 31, 1998                       --         --         --         --         --         --   10,029,609     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                       --         --         --         --         --         --   24,029,609     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
Memorandum entry to record as expense for
  honorary services rendered by a shareholder
Repurchase of common stock for treasury
  (60,000 shares)
Net loss
Foreign currency translation adjustment
Total comprehensive income (loss)
                                            ---------  ---------  ---------  ---------  ---------  ---------   ----------  ---------

BALANCE AT DECEMBER 31, 2000                       --         --         --         --         --         --   27,529,609     27,530
Memorandum entry to record as expense for
  honorary services rendered by a shareholder
Net loss (unaudited)
Total comprehensive income (loss)
  (unaudited)
                                            ---------  ---------  ---------  ---------  ---------  ---------   ----------  ---------
BALANCE AT SEPTEMBER 30, 2001 (unaudited)          --         --         --         --         --         --   27,529,609  $  27,530
                                            ---------  ---------  ---------  ---------  ---------  ---------   ----------  ---------
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                                          Deficit        Foreign
                                              Additional            Accumulated 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, 1997                 $58,255,667        --     $(45,519,919)    $     1,333  $ 12,747,111
(brought forward)

Repurchase of Common Stock for treasury
  (2,246,131 shares)                                  --  $   (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
Memorandum entry to record as expense for
  honorary services rendered by a shareholder    100,000                                                  100,000
Repurchase of common stock for treasury
  (60,000 shares)                                           (3,000)                                        (3,000)
Net loss                                                                 (1,522,233)                   (1,522,233)
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
Memorandum entry to record as expense for
  honorary services rendered by a shareholder     75,000                                                   75,000
Net loss (unaudited)                                                     (1,411,517)                   (1,411,517)
Total comprehensive income (loss) (unaudited)                                                                      $ (1,411,517)
                                             -----------  --------     ------------     -----------  ------------  ------------
BALANCE AT SEPTEMBER 30, 2001 (unaudited)    $60,836,167  $ (3,100)    $(60,361,962)             --  $    498,635
                                             -----------  --------     ------------     -----------  ------------


See notes to unaudited consolidated financial statements.                                                             (Concluded)

                                                                                                                               7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                          BIOFIELD CORP.
                                                  (A Development Stage Company)
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           (unaudited)

                                                                                                              Period October 16,
                                                                                         Nine Months            1987 (Date of
                                                                                     Ended September 30,      Inception) Through
                                                                                    2001            2000        Sept.30, 2001
                                                                                ------------    ------------  ------------------
<S>                                                                             <C>             <C>             <C>
OPERATING ACTIVITIES
  Net loss                                                                      $ (1,411,517)   $ (1,078,864)   $(60,361,962)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                     19,675          23,598       2,550,383
    Amortization of premiums (discount) on short-term investments                                                    156,692
    Loss on disposal of property and equipment                                                                       194,102
    Loss on license and settlement agreement                                                                          49,026
    Loss on abandonment of patent applications                                                                       248,006
     Loss on write down of inventory                                                  38,586                          38,586
    Vendor settlements                                                                                               (77,257)
    Noncash compensation                                                              75,000         237,000       3,083,451
    Gain from disposition of fixed assets                                                                           (159,473)
    Interest paid in Common Stock                                                                                    297,148
    Changes in assets and liabilities:
      Other current assets                                                            14,123         (29,266)       (715,349)
      Other assets                                                                                                  (130,746)
      Due to affiliate                                                                 4,526                          60,385
      Accounts payable and accrued expenses                                          (20,317)         55,858         362,263
                                                                                ------------    ------------    ------------
          Net cash used in operating activities                                   (1,279,924)       (791,674)    (54,404,745)
                                                                                ------------    ------------    ------------

INVESTING ACTIVITIES
  Acquisition of property and equipment                                               (7,460)        (43,852)     (2,596,728)
  Costs incurred for patents and patent applications                                 (21,212)        (12,254)       (793,847)
  Proceeds from sale of property and equipment                                                                       294,748
  Purchases of short-term investments                                                                            (26,476,638)
  Proceeds from sales and maturities of short-term investments                                                    26,319,946
                                                                                ------------    ------------    ------------
          Net cash provided by (used in) investing activities                        (28,672)        (56,106)     (3,252,519)
                                                                                ------------    ------------    ------------

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                              22,000      33,023,206
  Proceeds from exercise of Common Stock options and Common Stock warrants                           176,000         282,860
  Proceeds from bank borrowings                                                      300,000                       1,106,000
  Payment on bank borrowings                                                        (286,000)                       (806,000)
  Repayment of advances from stockholder                                                                            (145,000)
  Repurchase of Common Stock held in treasury                                                                         (3,100)
  Proceeds from notes payable issued to stockholder and related party                                              2,096,533
                                                                                ------------    ------------    ------------
          Net cash provided by (used in) financing activities                         14,000         198,000      57,814,157
                                                                                ------------    ------------    ------------
    NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                          (1,294,596)       (649,780)        156,893
    EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                    (111,497)

  CASH AND CASH EQUIVALENTS:
    BEGINNING OF PERIOD                                                            1,339,992         713,196
                                                                                ------------    ------------    ------------
    END OF PERIOD                                                               $     45,396    $     63,416    $     45,396
                                                                                ============    ============    ============

                                                                     (continued)
                                                                               8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                       BIOFIELD CORP.
                                                (A Development Stage Company)
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                         (unaudited)

                                                                                                        Period October 16,
                                                                           Nine Months                    1987 (Date of
                                                                       Ended September 30,              Inception) Through
                                                                        2001         2000                September 30, 2001
                                                                      ----------------------            -------------------
<S>                                                                   <C>           <C>                        <C>
SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  Cash paid during the period for interest                            $  3,735      $  2,769                   $  455,922
                                                                      ========      ========                   ==========

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

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

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

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

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

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

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

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

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

                                                                     (concluded)
See notes to unaudited consolidated financial statements.

                                                                               9
</TABLE>
<PAGE>

                                 BIOFIELD CORP.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. THE COMPANY - The consolidated balance sheet as of September 30, 2001 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the three and/or nine month periods ended September 30, 2001 and 2000
and for the period October 16, 1987 (date of inception) through September 30,
2001 have been prepared by Biofield Corp. (the "Company") without audit. In the
opinion of management, all adjustments necessary to present fairly the financial
position, results of operations and cash flows at September 30, 2001 and 2000
and for the period October 16, 1987 (date of inception) through September 30,
2001 have been made. During the interim periods reported on, the accounting
policies followed are in conformity with accounting principles generally
accepted in the United States of America and are consistent with those applied
for annual periods as described in the Company's annual report for the year
ended December 31, 2000 filed on Form 10-KSB (the "Annual Report") with the
Securities and Exchange Commission (the "SEC").

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted. The unaudited consolidated
financial statements, which include the financial position, results of
operations, and cash flows for Biofield Corp. and Biofield International, should
be read in conjunction with the financial statements for the year ended December
31, 2000 included in the Annual Report. The results of operations for the three
and nine month periods ended September 30, 2001 are not necessarily indicative
of the operating results for the full year.

2. RECLASSIFICATIONS - Certain prior period amounts have been reclassified to
conform with the current period presentation.

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

4. NET LOSS PER SHARE - The basic and diluted loss per share is computed based
on the weighted average number of common shares outstanding. Common equivalent
shares totaling 358,531 are not included in the per share calculations since the
effect of their inclusion would be antidilutive.

5. INVENTORY - Inventories consist primarily of finished medical devices,
sensors, accessories and device and sensor component parts, and are valued at
the lower of cost or market. Cost is based upon the first-in-first-out ("FIFO")
inventory valuation method.

                                                September 30,    December 31,
                                                   2001             2000
                                                (unaudited)
                                                -------------    ------------
               Components and supplies           $  37,749        $  37,749
               Finished goods                      616,417          655,003
                                                 ---------        ---------
                                                 $ 654,166        $ 692,752
                                                 =========        =========

6. DEVELOPMENT STAGE COMPANY - The Company is in the development stage and, to
date, has generated nominal revenues, has incurred expenses, and has sustained
losses. Consequently, its operations are subject to all of the risks inherent in
the establishment of a new business enterprise. For the period from inception
through September 30, 2001, the Company had accumulated a deficit of
$60,361,962. The Company has financed its operations since inception almost
entirely by the issuance of equity securities, interest income on the then
unutilized proceeds from these issuances and with short-term bank borrowings. As
of September 30, 2001, the Company had cash and cash equivalents and short-term
investments aggregating $45,396, and was financing its activities with
short-term bank borrowings, the availability of which is limited. There can be
no assurance that the Company will have sufficient funds available to complete
its research and development programs or be able to commercially manufacture or
market any products in the future, that future revenues will be significant, or
that any sales will be profitable. The Company expects operating losses to
increase for at least the next several years, due principally to the anticipated
expenses associated with the proposed commercialization of the Biofield
Diagnostic System, and other research and development activities.

                                                                              10
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Overview

                  As a development stage company, we have incurred net losses
since inception through September 30, 2001 of approximately $60.4 million. We
will continue to incur losses for at least the next several years, until we are
fully operational and in a position to generate enough revenue to cover our
operating expenses. In the short term, the majority of our financial resources,
after payment of necessary operating expenses, will be utilized in an effort to
obtain FDA approval for the Biofield Diagnostic System, to conduct additional
clinical trials, for continuing research and development activities and for
marketing and administration expenses associated with the anticipated
commercialization of the Biofield Diagnostic System. We met with the FDA on
September 10, 2001 as the first step in reinitiating our application to the FDA
for approval of the Biofield Diagnostic System. To date, we have not generated
material revenues from the commercialization of any products.

                  In November 1998, we decided to eliminate most of our
operations due to lack of adequate financial resources. In December 1998, our
common stock was delisted from trading on The Nasdaq Stock Market, primarily due
to our inability to comply with certain financial requirements. In March 1999,
we announced that our efforts would be directed to selling our existing
technology and/or raising additional capital, and that, thereafter, if we were
unable to sell our technology or raise additional capital, we would shut down
all of our remaining operations.

                  In December 1999, we sold an aggregate of 14 million shares of
our common stock for $700,000 to Dr. David Long, his son, Raymond, and their
affiliated entities. Simultaneously with the sale, our then Board of Directors
appointed Dr. Long as a director, whereupon the other directors and all of our
then executive officers resigned. Thereafter, Dr. Long took action to
reconstitute our Board of Directors and Dr. Long was appointed our Chairman and
Chief Executive Officer. In early 2000, as an initial step in the process of
recommencing our operations, we sold an additional 440,000 shares of our common
stock to our then non-affiliated directors and executive officers for an
aggregate of $22,000. In addition, on December 15, 2000, we sold an aggregate of
three million shares of our common stock, in a private placement, for
$1,500,000.

                  In 2001, besides continuing the efforts necessary for us to
obtain FDA approval, we commenced activities to market the Biofield Diagnostic
System overseas, based upon our CE mark Certification and certification to ISO -
9001. In June 2001, we appointed Steven Preiss as our Vice President of
Regulatory and Clinical Affairs and Quality Assurance and, in August 2001, we
appointed Nancy Patterson as Vice President Sales & Marketing Worldwide and
Arthur C. Hilmer as Vice President Sales to strengthen our marketing efforts. In
October 2001, we entered into a $364,000 contract with a manufacturer of medical
devices to redesign the Biofield Diagnostic System, mainly to replace obsolete
parts, incorporate new technology and make other changes to reduce manufacturing
costs.

Results of Operations

Comparison of the Unaudited Nine Months Ended September 30, 2001 (the "2001
Period") with the Unaudited Nine Months Ended September 30, 2000 (the "2000
Period")

                  During the later part of 1999, we had temporarily eliminated
our research and development efforts and related infrastructure due to the then
severe reduction in our available financial resources, which efforts did not
recommence until after the 2000 Period. We incurred $134,953 of research and
development expenses during the 2001 Period.

                  Selling, general and administrative expenses increased by
$211,744 or 20% to $1,294,514 in the 2001 Period, compared to $1,082,770 in the
2000 Period. The increase was largely attributable to costs incurred to renew
our efforts to build the infrastructure for anticipated commencement of
operations and to fulfill requirements in connection with the re-registration of
our common stock with the SEC and an increase of $38,586 in our provision for
obsolete and expired finished goods.

                                                                              11
<PAGE>

                  Net interest income increased by $5,988 or 153% to $9,894 in
the 2001 Period, compared to net interest income of $3,906 in the 2000 Period,
due to increased funds available for investment during the first half of 2001
resulting from a $1,500,000 private placement in December 2000.

                  We had royalty income of $8,056 in the 2001 Period, arising
from a licensing agreement entered into after the conclusion of the 2000 Period.

                  As a result of the foregoing, we incurred a net loss of
$1,411,517 in the 2001 Period, compared to a net loss of $1,078,864 in the 2000
Period.

Comparison of the Unaudited Three Months Ended September 30, 2001 (the "2001
Quarter") with the Unaudited Three Months Ended September 30, 2000 (the `2000
Quarter")

                  During the later part of 1999, we had temporarily eliminated
our research and development efforts and related infrastructure due to the then
severe reduction in our available financial resources, which efforts did not
recommence until after the 2000 Quarter. We incurred $31,598 of research and
development expenses during the 2001 Quarter.

                  Selling, general and administrative expenses increased by
$28,273 or 6% to $502,423 in the 2001 Quarter, compared to $474,150 in the 2000
Quarter. During the 2001 Quarter, we increased our provision for obsolete and
expired finished goods by $38,586, thus reducing our other selling, general and
administrative expenses by $10,313.

                  Net interest expense increased by $2,940 or 370% to $3,735 in
the 2001 Quarter, compared to net interest expense of $795 in the 2000 Quarter,
as we began to draw against an available line of credit after we depleted the
$1,500,000 of funds obtained in a December 2000 private placement.

                  We had royalty income of $2,095 in the 2001 Quarter, arising
from a licensing agreement entered into after the conclusion of the 2000
Quarter.

                  As a result of the foregoing, we incurred a net loss of
$535,661 in the 2001 Quarter, compared to a net loss of $474,945 in the 2000
Quarter.

Liquidity and Capital Resources

                  We have financed our operations since inception almost
entirely by the issuance of equity securities, interest income on the then
unutilized proceeds from these issuances and, temporarily in 2000 and 2001, with
short-term bank borrowing.

                  At September 30, 2001, we had working capital of $38,493, as
compared to $1,384,004 at December 31, 2000, a decrease of $1,345,511. Our
unrestricted cash and cash equivalents were $45,396 at September 30, 2001, as
compared to $1,339,273 at December 31, 2000. In addition, at September 30, 2001
and December 31, 2000, we had $84,717 of restricted cash, which is being held by
a third party escrow agent, based upon an agreement between us and a former
director and chief executive officer, which funds have been deposited for the
payment of continued director and officer liability insurance covering our
former directors and executive officers. The deposited funds are to be released
to us from escrow over a three-year period as we obtain this insurance coverage;
if this coverage is discontinued, the then remaining funds are to be paid to a
former director and executive officer. At September 30, 2001, we had $654,166 of
inventory, as compared to $692,752 at December 31, 2000. Approximately $616,000
of the inventory at September 30, 2001 was finished goods, as compared to
approximately $655,000 at December 31, 2000, consisting of units of the Biofield
Diagnostic System. All of these units are believed to be currently saleable at
prices in excess of their carrying cost.

                  During the nine months ended September 30, 2001, our operating
activities utilized $1,279,924 of net cash, our investing activities utilized
$28,672 of net cash, primarily in connection with continuing processing of our
patent applications, and our financing activities provided $14,000 of net cash
representing our net borrowing under a bank line of credit. During the
corresponding period in 2000, our operating activities utilized $791,674 of net

                                                                              12
<PAGE>

cash, our investing activities utilized $56,106 of net cash and our financing
activities provided $198,000 of net cash.

                  In November 1998, we decided to discontinue most of our
operations due to lack of adequate financial resources and substantially all of
our activities ceased. On December 28, 1999, in connection with the receipt of
$700,000 of funding and as a condition of this funding, all of our previously
elected directors and executive officers resigned and their employment
obligations were settled. A new Board of Directors subsequently took office,
elected executive officers and took actions to recommence our operations.

                  In June 2000, we obtained a $500,000 line of credit from a
bank (the "Bank"), repayment of which has been personally guaranteed by Dr.
David Long, our Chairman and Chief Executive Officer and certain of his
affiliates and secured by their collateral (the "Line"). On December 15, 2000,
we sold an aggregate of three million shares of our common stock for $1,500,000,
the proceeds of which were used for operating activities and for the repayment
of $286,000 of then existing drawdowns under the Line.

                  In August 2001, we again began to draw against the Line,
mainly to pay for operating activities. As of November 1, 2001, we had drawn
$435,000 under the Line. On November 13, 2001, we were advised by the Bank that
we had been approved for an increase in the Line from $500,000 to $750,000,
subject to the execution of further loan documents which were being prepared. In
addition, Dr. Long has agreed that he and his affiliates will take such further
actions as may be necessary, including increasing their guarantee to the Bank
and furnishing additional collateral, to induce the Bank to further increase the
Line from $750,000 to $1,000,000. We believe that the proceeds available from
drawdowns under the Line, coupled with anticipated royalty income, will enable
us to sustain our operations into March 2002, while we continue to defer payment
of many of our obligations. Prior to March 2002, we intend to seek additional
funding through the private placement of our securities the proceeds from which,
along with the commencement of anticipated sales outside of the United States of
the Biofield Diagnostic System, should enable us to sustain our operations into
2003. However, even if we are successful in obtaining further funding, we do not
expect to generate a positive cash flow from our operations for at least several
years due to anticipated expenditure for research and development activities,
administrative and marketing activities, and working capital requirements prior
to the company becoming fully operational.

                  During the remainder of 2001 and in 2002, we anticipate
expending significant amounts on our research and development activities,
primarily in data extraction and interpretation and in development activities
relating to an enhanced version of the Biofield Diagnostic System. Our payroll
cost has recently increased due to our hiring of several personnel.

                   As of November 1, 2001, we did not have any material
commitments for capital expenditures; although in October 2001 we entered into a
$364,000 contract to redesign the Biofield Diagnostic System over an estimated
twelve-month period.

                  At December 31, 2000, we estimated that we had available net
operating loss carry forwards of approximately $57.4 million for Federal and
state purposes, which expire in years 2001 through 2020. However, substantially
all of these carry forwards are not expected to be utilizable to reduce future
taxable income, if any, as a result of limitations imposed by Section 382 of the
Internal Revenue Code under the Tax Reform Act of 1986, due to ownership changes
which occurred in 1992, 1995, 1997, 1999 and 2000.

                                                                              13
<PAGE>

Special Note Regarding Forward-Looking Statements

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

           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 products in a timely
                  manner, if at all.

           o      failure to obtain expected results in our clinical trials.

           o      technological obsolescence of our products.

           o      changes in governmental regulations in our principal markets.

           o      inability to generate significant market acceptance of our
                  products.

           o      failure to obtain customers for our products.

           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.

PART II.   OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits
                                    None.

                  (b)      Reports on Form 8-K
                                    None.

                                                                              14
<PAGE>

SIGNATURES

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


                          BIOFIELD CORP.

Date: November 14, 2001   By: /s/ David M. Long
                              -------------------------------------------------
                              David M. Long, Jr., M.D., Ph.D.
                              President and Chief Executive Officer
                              (Principal Executive Officer)

Date: November 14, 2001   By: /s/ John D. Stephens
                              -------------------------------------------------
                              John D. Stephens
                              Senior Vice President and Chief Operating Officer
                              (Principal Accounting and Financial Officer)

                                                                              15