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, 2005


[ ]      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 [ ] No [X]

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

            40,507,805 shares of common stock as of November 1, 2005.
            --------------------------------------------------------


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, 2005
          (unaudited) and December 31, 2004                                3

          Consolidated Statements of Operations for the three months
          and nine months ended September 30, 2005 and 2004 and for
          the period October 16, 1987 (date of inception) through
          September 30, 2005 (unaudited)                                   4

          Consolidated Statements of Stockholders' Equity (Deficit)
          for the period October 16, 1987 (date of inception) through
          September 30, 2005 (unaudited)                                   5

          Consolidated Statements of Cash Flows for the nine months
          ended September 30, 2005 and 2004 and for the period October
          16, 1987 (date of inception) through September 30, 2005
          (unaudited)                                                      9

          Notes to Unaudited Consolidated Financial Statements            12

Item 2.   Management's Discussion and Analysis or Plan of Operation       15

Item 3.   Controls and Procedures                                         21

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                               22
Item 2.   Changes in Securities and Small Business Issuer Purchases
          of Equity Securities                                            22
Item 4    Submission of Matters to a Vote of Security Holders             22
Item 6.   Exhibits and Reports on Form 8-K                                23


SIGNATURES                                                                23

                                       2
<PAGE>

PART I.  FINANCIAL INFORMATION


<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
-----------------------------------------------------------------------------------------

                                                             September 30,   December 31,
                                                             ------------    ------------
ASSETS                                                           2005            2004
                                                              (Unaudited)
<S>                                                          <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents                                  $     10,853    $     33,142
  Inventories                                                          --              --
  Other current assets                                                 --         330,075
                                                             ------------    ------------
      Total current assets                                         10,853         363,217

PROPERTY AND EQUIPMENT - Net                                        2,474           5,676
OTHER ASSETS                                                       20,753          22,753
PATENT AND PATENT APPLICATION - Net                               182,913         211,108
                                                             ------------    ------------
      TOTAL                                                  $    216,993    $    602,754
                                                             ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                           $  1,258,294    $  1,082,335
  Accrued expenses                                                581,642         485,313
  Due to affiliate                                                312,701         272,499
  Bank line of credit                                                  --       1,200,000
  Short-term notes payable                                      1,379,000       1,379,000
  Long-term debt - short-term portion                             612,488         552,136
  Advances from stockholder                                     3,406,387       1,807,669
                                                             ------------    ------------
      Total current liabilities                                 7,550,512       6,778,952

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 60,000,000
    shares; issued 42,813,936 and 36,505,103 shares at
    September 30, 2005 and December 31, 2004, respectively         42,814          36,506
  Treasury stock - 2,306,131 shares                                (3,100)         (3,100)
  Additional paid-in capital                                   64,423,397      63,879,532
  Accumulated deficit during development stage                (71,796,629)    (70,089,136)
                                                             ------------    ------------
    Total stockholders' equity (deficit)                       (7,333,519)     (6,176,198)
                                                             ------------    ------------
  TOTAL                                                      $    216,993    $    602,754
                                                             ============    ============
</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,
                                                ----------------------------    ----------------------------        2005
                                                    2005            2004            2005            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                         --              --              --              --         693,500
                                                ------------    ------------    ------------    ------------    ------------
GROSS PROFIT                                              --              --                          10,550        (633,815)

OPERATING EXPENSES:
  Research and development                                --           3,831              --          10,482      40,481,889
  Selling, general, and administrative               159,468         263,802         747,839         944,154      28,822,400
  Gain on disposition of fixed assets                     --              --              --              --          (8,084)
                                                ------------    ------------    ------------    ------------    ------------
      Total operating expenses                       159,468         267,633         747,839         954,636      69,296,205


OTHER INCOME (EXPENSE):
  Interest income                                         --              --              --              --       2,476,723
  Interest expense and other finance costs:
     Interest expense                               (154,724)        (92,579)       (418,658)       (262,410)     (1,771,534)
     Amortization of shares issued to lenders
        and other finance costs                           --        (491,432)       (605,997)     (1,188,175)     (2,746,894)
  Royalty income and other                            50,000              --          65,000              --         194,845
                                                ------------    ------------    ------------    ------------    ------------
      Net (expense) other income                    (104,724)       (584,011)       (959,654)     (1,450,585)     (1,846,860)
                                                ------------    ------------    ------------    ------------    ------------
LOSS BEFORE INCOME TAXES                            (264,192)       (851,644)     (1,707,493)     (2,394,671)    (71,776,880)
PROVISION FOR INCOME TAXES                                --              --                                         (19,749)
                                                ------------    ------------                                    ------------
NET LOSS                                        $   (264,192)   $   (851,644)   $ (1,707,493)   $ (2,394,671)   $(71,796,629)
                                                ============    ============    ============    ============    ============

NET LOSS PER SHARE:
     Basic and Diluted                          $      (0.01)   $      (0.03)   $      (0.05)   $      (0.08)
                                                ============    ============    ============    ============

WEIGHTED-AVERAGE SHARES
     Basic and Diluted                            39,091,185      32,595,403      37,469,109      31,484,728
                                                ============    ============    ============    ============
</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
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
                                                       =========  =======  =======  =======   =======  ======  =========  =======

<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>

See notes to unaudited consolidated financial statements.            (Continued)

                                       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 ($4.00 per share, net)
Amortization of deferred compensation
Net loss
Foreign currency translation adjustment
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 1997                                    -       -         -      -           -       -  10,029,609  10,030
Repurchase of Common Stock for
  treasury (2,246,131 shares)
Net loss
Foreign currency translation adjustment
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 1998                                    -       -         -      -           -       -  10,029,609  10,030
Sale of Common Stock ($.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
                                                       ==========  ======  ========  =====  ==========  ======  ========== =======
</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 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                                             (3,000)                               (3,000)
Net loss                                                                         (1,522,233)             (1,522,233)
Foreign currency translation adjustment                                                        (14,204)     (14,204)
Total comprehensive income (loss)                                                                                    $ (1,536,437)
                                                       ------------   -------  ------------   --------  -----------  ============
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.            (Continued)

                                       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)                                                                 1,895,000    1,895
Sale of Common Stock ($0.10 per share)                                                                           1,224,000    1,224
Common Stock (286,421 shares) to be issued
  for interest accrued on stockholder's advances
Accrual of 2,500,000 shares of Common Stock
  due on payment default on notes payable
Memorandum entry to record as expense for
   honorary services rendered by a shareholder
Net loss
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- --------
BALANCE AT DECEMBER 31, 2004                                    -       -         -      -           -       -  36,505,103 $ 36,506

Sale of Common Stock ($0.05 to $0.10 per share)                                                                  3,240,333    3,240
Common Stock (1,502,272 shares) to be issued                                                                                      -
  for interest accrued on stockholder's advances
Issue of shares of Common Stock due on payment
  default on notes payable                                                                                         568,500      568
Issue of shares of Common Stock due on payment
  default on notes payable previously credited to APIC                                                           2,500,000    2,500
Memorandum entry to record as expense for                                                                                         -
   honorary services rendered by a shareholder
Net loss
Total comprehensive income (loss)

BALANCE AT SEPTEMBER 30, 2005                                   -       -         -      -           -       -  42,813,936 $ 42,814
                                                       ==========  ======  ========  =====  ========== =======  ========== ========


<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)            585,555                                         587,450
Sale of Common Stock ($0.10 per share)                      160,601                                         161,825
Common Stock (286,421 shares) to be issued
  for interest accrued on stockholder's advances             64,743                                          64,743
Accrual of 2,500,000 shares of Common Stock
  due on payment default on notes payable                   350,000                                         350,000
Memorandum entry to record as expense for
   honorary services rendered by a shareholder              100,000                                         100,000
Net loss                                                                         (3,846,517)             (3,846,517)
Total comprehensive income (loss)                                                                                    $ (3,846,517)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 2004                           $ 63,879,531  $ (3,100) $(70,089,136)  $      -  $(6,176,200)

Sale of Common Stock ($0.05 to $0.10 per share)             382,177                                         385,417
Common Stock (1,502,272 shares) to be issued                                                                      -
  for interest accrued on stockholder's advances             61,332                                          61,332
Issue of shares of Common Stock due on payment
  default on notes payable                                   27,857                                          28,425
Issue of shares of Common Stock due on payment
  default on notes payable previously credited to APIC       (2,500)                                              -
Memorandum entry to record as expense for                                                                         -
   honorary services rendered by a shareholder               75,000                                          75,000
Net loss                                                                         (1,707,493)             (1,707,493)
Total comprehensive income (loss)                                                                                 -  $ (1,707,493)

BALANCE AT SEPTEMBER 30, 2005                          $ 64,423,397  $ (3,100) $(71,796,629)  $      -  $(7,333,518)
                                                       ============  ========  ============   ========  ===========

</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,
                                                                                     Nine months ended          1987 (Date of
                                                                                        September 30,         Inception) Through
                                                                                ----------------------------    September 30,
OPERATING ACTIVITIES                                                                 2005            2004           2005
                                                                                                                ------------
<S>                                                                             <C>             <C>             <C>
  Net loss                                                                      $ (1,707,493)   $ (2,394,671)   $(71,796,629)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                     31,397          34,004       2,749,803
    Amortization of premiums on short-term investments                                                               156,692
    Amortization of deferred financing costs                                         330,075       1,188,175       2,054,195
    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                                                                                     693,500
    Commission & discount on sale of shares of Common Stock                                                           96,919
    Loan repayment default payable in shares of Common Stock                          28,425                         378,425
    Vendor settlements                                                                                               (77,257)
    Noncash compensation                                                              75,000          75,000       3,483,451
    Gain from disposition of fixed assets                                                                           (159,473)
    Interest paid in Common Stock                                                     61,332          47,955         525,609
    Consultancy fees paid in Common Stock                                                                            195,250
    Changes in assets and liabilities:
       Accounts receivable                                                                                                --
       Inventories                                                                                                  (693,500)
      Other current assets                                                                            (1,500)             --
      Other assets                                                                     2,000          79,402        (132,582)
      Due to affiliate                                                                40,202          55,356         312,701
      Accounts payable and accrued expenses                                          272,286         (77,571)      1,897,018
                                                                                ------------    ------------    ------------
          Net cash used in operating activities                                     (866,776)       (993,850)    (59,769,516)
                                                                                ------------    ------------    ------------
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             385,417                      33,473,529
  Proceeds from exercise of Common Stock options and Common Stock warrants                                           298,546
  Proceeds from issuance of notes payable                                                 --         707,144       1,379,000
  Notes financing costs                                                                   --         (83,502)       (216,744)
  Net bank borrowings (repayments) under a line of credit                                                          1,200,000
  Advances from stockholder and related party                                        459,070           7,676       2,268,174
  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                                  844,487         631,318      63,060,596
                                                                                ------------    ------------    ------------
    NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                             (22,289)       (367,816)        122,350
    EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                    (111,497)

  CASH AND CASH EQUIVALENTS:
    BEGINNING OF PERIOD                                                               33,142         369,332
                                                                                ------------    ------------    ------------
    END OF PERIOD                                                               $     10,853    $      1,516    $     10,853
                                                                                ============    ============    ============

See notes to unaudited consolidated financial statements                                                         (continued)
</TABLE>
                                       9
<PAGE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------------------------------------------------------------------------------------------------
(unaudited)
                                                                                                               Period October 16,
                                                                                                                 1987 (Date of
                                                                                           September 30,       Inception) Through
                                                                                    ---------------------------   September 30,
                                                                                        2005           2004           2005
                                                                                                                  ------------
<S>                                                                                 <C>            <C>            <C>
SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  Cash paid during the period for interest                                          $     92,507   $     75,585   $    857,003
                                                                                    ============   ============   ============

SUPPLEMENTAL SCHEDULE FOR NONCASH
  INVESTING AND FINANCING ACTIVITIES:

  Acquisition of property and equipment under capital 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 year ended March 31,
    1991 its 235,294 shares of Common Stock issued in connection with the
    acquired patent, which was retired during the year end 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
--------------------------------------------------------------------------------                                  ============

  During the fiscal year ending December 31, 2003, the Company exchanged 793,749
    shares of Common Stock for services rendered by consultants:
    Fair value of services rendered                                                                               $    195,250
                                                                                                                  ------------
    Issuance of Common Stock                                                                                      $    195,250
--------------------------------------------------------------------------------                                  ============

  During the fiscal year ending December 31, 2003, the Company transferred
    accrued interest on advances from a stockholder to be exchanged for 410,358
    shares of Common Stock:
    Accrued interest                                                                                              $    102,386
                                                                                                                  ------------
    Issuance of Common Stock                                                                                      $    102,386
--------------------------------------------------------------------------------                                  ============

  During the fiscal year ending December 31, 2003, the Company issued 3,187,500
    shares as incentive for notes payable secured under a private placement
    funding:
    Fair value of Finance costs                                                                                   $    796,875
                                                                                                                  ------------
    Issuance of Common Stock                                                                                      $    796,875
--------------------------------------------------------------------------------                                  ============

See notes to consolidated financial statements                                                                     (Continued)
</TABLE>
                                       10
<PAGE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------------------------------------------------------
(unaudited)
                                                                                                              Period October 16,
                                                                                                                1987 (Date of
                                                                                          September 30,       Inception) Through
                                                                                   ---------------------------   September 30,
                                                                                       2005           2004           2005
                                                                                                                 ------------
<S>                                                                                <C>            <C>            <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  During the fiscal year ended December 31, 2004, 3,707,500 (March 31, 2004,
   1,812,500) shares of Common Stock were issued as incentive for funds secured
   against notes payable under a private placement funding:
    Fair value of Finance costs                                                                   $    453,125   $  1,040,575
                                                                                                  ------------   ------------
    Issuance of Common Stock                                                                      $    453,125   $  1,040,575
--------------------------------------------------------------------------------                  ============   ============
  During the fiscal year ended December 31, 2004, the Company transferred
   accrued interest on advances from a principal stockholder to Additional
   Paid-In Capital account to be exchanged for 286,421 shares (March 31, 2004,
   29636) of Common Stock:
    Accrued interest                                                                              $     15,707   $     31,414
                                                                                                  ------------   ------------
    Issuance of Common Stock                                                                      $     15,707   $     31,414
--------------------------------------------------------------------------------                  ============   ============

  During the fiscal year ended December 31, 2004, 2,500,000 shares of Common
    Stock due as penalty for non-payment of notes payable on maturity were
    accrued, and subsequentlt issued in August, 2005:
    Fair value of Finance costs                                                                                  $    350,000
                                                                                                                 ------------
    Issuance of Common Stock                                                                                     $    350,000
--------------------------------------------------------------------------------                                 ============

  During the quarter ended March 31, 2005, the Company transferred accrued
   interest on advances from a principal stockholder to Additional Paid-In
    Capital account to be exchanged for 312,842 shares of Common Stock:
    Accrued interest                                                               $     18,771                  $     18,771
                                                                                   ------------                  ------------
    Issuance of Common Stock                                                       $     18,771                  $     18,771
--------------------------------------------------------------------------------   ============                  ============

  During the quarter ended June 30, 2005, the Company transferred accrued
   interest on advances from a principal stockholder to Additional Paid-In
    Capital account to be exchanged for 627,033 shares of Common Stock:
    Accrued interest                                                               $     20,065                  $     20,065
                                                                                   ------------                  ------------
    Issuance of Common Stock                                                       $     20,065                  $     20,065
--------------------------------------------------------------------------------   ============                  ============

  During the quarter ended June 30, 2005, 568,500 shares of Common Stock
   due as penalty for non-payment of notes payable on maturity were accrued, and
   subsequently issued in August, 2005:
    Fair value of Finance costs                                                    $     28,425                  $     28,425
                                                                                   ------------                  ------------
    Issuance of Common Stock                                                       $     28,425                  $     28,425
--------------------------------------------------------------------------------   ============                  ============

  During the quarter ended June 30, 2005, a principal shareholder and his
   associates repaid the Company's line of credit and the debt is reflected in
   the financial statements as advances from stockholder:
    Value of non-cash transfer of the Company's debt                               $  1,200,000                  $  1,200,000
--------------------------------------------------------------------------------   ============                  ============

  During the quarter ended September 30, 2005, the Company transferred accrued
   interest on advances from a principal stockholder to Additional Paid-In
    Capital account to be exchanged for 562,392 shares of Common Stock:
    Accrued interest                                                               $     22,496                  $     22,496
                                                                                   ------------                  ------------
    Issuance of Common Stock                                                       $     22,496                  $     22,496
--------------------------------------------------------------------------------   ============                  ============

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

                                       11
<PAGE>

BIOFIELD CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1. GOING CONCERN BASIS OF ACCOUNTING - As shown in the accompanying financial
statements, Biofield Corp. (the "Company") continues to incur significant
losses. As of September 30, 2005, the Company had $11,000 in current assets
against current liabilities of $7553 million, and its total liabilities exceeded
its total assets by $7.33 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, 2005, the
aggregate amount due to Dr. Long and his affiliates, including advances made by
him, liability for a three-year promissory note amounting to $450,000 and
interest accrued on all the debts due to him, is $4,018,875, and is also
entitled to receive 2,485,472 shares of the Company's Common Stock for interest
due up to September 30, 2005 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 was fully repaid by Dr. Long
and his associates in June 2005.

  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 was amortized over 365 days.
Additionally, the Company made cash payments of $129,807 for financing costs
that was 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 was amortized over the
remaining 365 days since the initial sale in December 2003. 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 was
amortized over the period of the notes all of which expired on May 31, 2005.
Additionally, the Company made cash payments of $35,900 for financing costs that
were also amortized over the same period.

                                       12
<PAGE>

  On September 8, 2004, the Company signed an agreement for $50,000 with the
placement agent on the same terms and conditions as the agreement signed on May
3, 2004, and received gross proceeds of $15,644 and $34,356 against aggregate
issuance of $50,000 principal amount of notes payable and 250,000 shares of
Common Stock, at a cost of $77,500 on September 8, 2004 and November 12, 2004,
respectively.

  The Company defaulted on paying the $1 million of notes due on December 31,
2004 and on the $379,000 of notes due on May 31, 2005. The Company is obliged to
issue 2.5 million shares and 568,500 shares of the Company's common stock for
the non-payment defaults on $1 million and $379,000 notes, respectively. On July
13, 2005, the Company issued 2,068,500 shares of its Common Stock and, on August
29, 2005, it issued the balance of 1,000,000 shares to fulfill its commitment.

  For the $1 million of notes, the Company recorded $350,000 for the default as
a charge in the income statement for the year ended December 31, 2004, based on
the market value of the shares on the date of default. The Company recorded
similar charge of $28,425 on May 31, 2005 for the default on the $379, 000 of
notes. The Company also began to pay interest at the rate of 1.5% per month
instead of 1% from the date of default on all the notes.

  On October 13, 2004, the Company engaged an investment broker and consultant
to obtain financing its operations while waiting for FDA approval by offering
the Company shares of Common Stock to non-U.S. citizens overseas investors in
accordance with the provisions of Rule 903 or Rule 904 of Regulation S or
pursuant to registration of the securities under the Securities Act of 1933 at a
cost of 50% of the amount of gross capital raised as fees. Under the agreement,
the broker bears all the associated marketing and operating costs, and is
required to offer the shares at a price per share of not less than $0.10. Under
this arrangement, the Company received aggregate gross proceeds of $123,400
against aggregate issuance of 1,224,000 shares of Common Stock, at an aggregate
discount of $38,425 over the market price on the date of the sale during the
period from October 29, 2004 to December 31, 2004. From January 1, 2005 to March
31, 2005, the Company received net proceeds of $285,251 against aggregate
issuance of approximately 3.07 million shares of Common Stock at prices ranging
from $0.05 to $0.10 per share and 50% agent's fees of $90,167. From April 1,
2005 through August 1, 2005, the Company received aggregate gross proceeds of
$10,000 against issuance of 166,667 shares of Common Stock at $0.06 per share
and 50% agent's fees of $5,000.

  On August 1, 2005, the company signed a partnership agreement with Bridgetech
Holdings International, Inc., a company focused on maximizing the potential of
emerging healthcare products and services in the U.S. and Asian markets. The
agreement requires Bridgetech to make a $50,000 upfront payment and to purchase
five CE devices from the company in the amount of $20,250 to be used to begin
clinical testing to obtain regulatory approvals to market and distribute the
Biofield Device in the People's Republic of China (the "PRC"), the Hong Kong
Special Administrative Region of the PRC, the Republic of China ("Taiwan"),
Vietnam and Singapore.

  The Company used the proceeds from the two placements and from the sale of its
shares under the exemption provided by Regulation S 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. On January 5,
2005, in accordance with recommended FDA procedure, the Company submitted a
Request for Evaluation of Automatic Class III Designation for the Biofield(R)
Breast Proliferation Rate Detection System under ss.513(f)(2) of the Cosmetic
Act. 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 any the short-term funding.

  The Company has depleted all its cash resources and the Company had to let go
all its employees, except the Chief Operating Officer and Chief Executive
Officer, who does not receive any remuneration for his services. Since the
employees' departure and up to November 1, 2005, the Company has been able and
has relied on past employees' services on a consultancy basis when funds are
available as it is unable to pay their salaries on a regular basis. As at
September 30, 2005, the Company owes $172,245 in back pay and accrued interest
to the past employees.

  The notified body, KEMA Registered Quality, Inc., submitted a formal 510(k)
application to the FDA on November 16, 2004. FDA informed the Company on
December 3, 2004 that a manufacturer whose device is found to be not
substantially equivalent to a predicate device can request the FDA to make a
risk-based classification for its device. However, the letter also included a
statement that the FDA believes that "based on the review of your device,
general controls would be inadequate and special controls difficult to develop,
to provide reasonable assurance of the device's safety and effectiveness." On
January 5, 2005, in accordance with recommended FDA procedure, the Company

                                       13
<PAGE>

submitted a Request for Evaluation of Automatic Class III Designation for the
Biofield(R) Breast Proliferation Rate Detection System under ss.513(f)(2) of the
Cosmetic Act. On July 25, 2005, the FDA sent the Company a response to a recent
meeting at FDA's offices at which the Company had reviewed with the FDA the
Biofield data contained in the Company's previously submitted 510K application.
The FDA informed the Company that the data contained in the 510K application
would be insufficient for several reasons and requested more clinical testing
for the Company's pre-market approval application.

  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 nine months ended September 30,
2005 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2005. The unaudited condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements as at December 31, 2004, and the footnotes thereto which are included
in the Company's Annual Report on Form 10-KSB for the year ended December 31,
2004.

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 5,732,669 are not included in the share calculations since the
effect of their inclusion would be antidilutive.

5. STOCK-BASED EMPLOYEE COMPENSATION - At September 30, 2005, 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:

                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                 Three months ended                            Nine months ended
                                        September 30, 2005    September 30, 2004    September 30, 2005    September 30, 2004
                                        ----------------------------------------    -----------------------------------------
<S>                                     <C>                   <C>                   <C>                   <C>
    Net loss, as reported               $         (264,192)   $         (851,644)   $       (1,707,493)   $       (2,394,671)
    Add: Total stock-based
      employee compensation
      expense determined under
      fair value based method for
      all awards, net of related tax
      effects                                           --                (1,415)                   --                (4,245)
                                        ------------------    ------------------    ------------------    ------------------
    Pro forma net loss                  $         (264,192)   $         (853,059)   $       (1,707,493)   $       (2,398,916)
                                        ==================    ==================    ==================    ==================

    Earnings per share:
    Basic and diluted loss per share:
      As reported                       $            (0.01)   $            (0.03)   $            (0.05)   $            (0.08)
      Pro forma                         $            (0.01)   $            (0.03)   $            (0.05)   $            (0.08)
                                        ==================    ==================    ==================    ==================
</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.

6. SUBSEQUENT EVENTS -


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

Overview

  The following discussion and analysis should be read in conjunction with our
Financial Statements and Notes thereto appearing elsewhere in this document.

  As a development stage company, we have incurred net losses since inception
through September 30, 2005 of approximately $71.8 million. At September 30,
2005, the only current asset we had was $10,853 cash against current liabilities
of $7.6 million. Our total liabilities exceeded our total assets by
approximately $7.3 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
$475,000 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 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.

                                       15
<PAGE>

  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
became due and payable on December 31, 2004. The Notes provide by their terms
that 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 $100,000 principal
amount of notes, and (ii) the Notes thereafter bear interest at 1.5% per month.
Accordingly, we are obligated to issue to the note-holders a total of 2,500,000
shares of our Common Stock, and in August 8, 2005, we issued the shares towards
this obligation. 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). In March 2004, we submitted our application for
510(k) clearance to KEMA for review prior to formal submission to the FDA. Kema
subsequently recommended to the FDA that our diagnostic device be approved. In
November, 2004, we submitted our application for formal submission to the FDA to
approve our device.

  In December, 2004, the FDA notified us that it had reclassified by statute the
Biofield Diagnostic System into class III (Premarket Approval) pursuant to
Section 513(f) of the Federal Food, Drug and Cosmetic Act. As a result of the
FDA's reclassification, we must have an approved PMA absent any subsequent
reclassification, prior to legally marketing or distributing our device. The
basis of the FDA's decision was its determination that the device is not
"substantially equivalent to devices marketed in U.S. interstate commerce." The
FDA also informed the company that although the Company's device is found to be
not substantially equivalent to a predicate device, the Company can request the
FDA to make a risk-based classification for its device, the FDA believes that
"based on the review of your device, general controls would be inadequate and
special controls difficult to develop, to provide reasonable assurance of the
device's safety and effectiveness." On March 4, 2005 we were notified by the FDA
that it had reviewed our petition for reclassification and concluded that we
have not demonstrated that the device meets the criteria under section 513(a)(1)
of the Federal Food Drug and Cosmetic Act (21 U.S.C. 360c(a)(1) for
classification into class I or II. Therefore the device is automatically
classified in class III requiring approval through a premarket approval (PMA)
process. On July 25, 2005, the FDA sent the Company a response to a recent
meeting at FDA's offices at which the Company had reviewed with the FDA the
Biofield data contained in the Company's previously submitted 510K application.
The FDA informed the Company that the data contained in the 510K application
would be insufficient for several reasons and requested more clinical testing
for the Company's pre-market approval application.

  Consequently, we may never obtain FDA approval for the Biofield Diagnostic
Device. In the event that we are unable to obtain such approval, we will likely
be compelled to cease operations.

  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) or May 31, 2005. The Notes became due and payable on
May 31, 2005. The Notes provide by their terms that if the Notes are not paid by
May 31, 2005 (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. Accordingly, in August, 2005, we
issued 568,500 shares of our Common Stock towards this obligation. 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).

                                       16
<PAGE>

  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
aggregate proceeds of $50,000, which was used to pay interest due on the notes
issued in the $1 million and $329,000 placements. The $50,000 note was due on
May 31, 2005 and due to non-payment we are obliged to issue 75,000 shares of our
Common Stock.

  In October, 2004, we engaged an investment broker and consultant to obtain
financing its operations while waiting for FDA approval by offering shares of
Common Stock offshore to non-U.S. citizens in accordance with the provisions of
Regulation S at a cost of 50% of the amount of gross capital raised as fees.
Under the agreement, the broker bears all the associated marketing and operating
costs, and is required to offer the shares at a price per share of not less than
$0.10. Under this arrangement, we received aggregate gross proceeds of $123,400
against aggregate issuance of 1,224,000 shares of Common Stock, at an aggregate
discount of $38,425 over the market price on the date of the sale during the
period from October 29, 2004 to December 31, 2004. From January 1, 2005 to March
31, 2005, the Company has received net proceeds of $285,251 against aggregate
issuance of approximately 3.07 million shares of Common Stock at prices ranging
from $0.05 to $0.10 per share and 50% agent's fees of $90,167. From April 1,
2005 through June 30, 2005, the Company has received aggregate gross proceeds of
$10,000 against aggregate issuance of approximately 130 thousand shares of
Common Stock at prices ranging from $0.05 to $0.10 per share and 50% agent's
fees of $58,274. Since April 5, 2005, the Company has not sold any of its shares
of Common Stock under this arrangement to fund its operations.

  On August 1, 2005, we signed a partnership agreement with Bridgetech Holdings
International, Inc., a company focused on maximizing the potential of emerging
healthcare products and services in the U.S. and Asian markets. The agreement
requires Bridgetech to make a $50,000 upfront payment and to purchase five CE
devices from the company in the amount of $20,250 to be used to begin clinical
testing to obtain regulatory approvals to market and distribute the Biofield
Device in the People's Republic of China (the "PRC"), the Hong Kong Special
Administrative Region of the PRC, the Republic of China ("Taiwan"), Vietnam and
Singapore.

  Our cash resources have completely depleted and survival of the Company and
continuation of its essential operations are dependent on securing immediate
cash to continue operations. We are unable to pay our employees back pay and for
other critical services. Our 510(k) application was reviewed and approved by
KEMA, the notified body, and it was submitted to the FDA. However, the FDA
response has not been positive, and the process may take longer than previously
anticipated. See detailed discussion under `Government Regulations' of Item 1.
In the interim our immediate cash needs for minimal operational activities is
critical, and continuation of the operations will depend on our ability to
immediately obtain such funds. There is no assurance that we can obtain such
financing on a timely basis, if at all.


Liquidity and Capital Resources

  We have financed our operations since inception 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.

  At September 30, 2005, we had a working capital deficiency of $7,539,659, an
increase of $1,123,924 from December 31, 2004. Our cash and cash equivalents
were $10,853 at September 30, 2005, as compared to 33,142 at December 31, 2004.

  At September 30, 2005, and December 31, 2004, we had no value on the balance
sheet for the inventory as we decided to make full provision for all the items
in our inventory.

  During the nine months ended September 30, 2005, our operating activities
utilized $866,776 of net cash and our financing activities provided $844,487 of
net cash, $385,417 of which represented net cash proceeds from sale of common
stock and $459,070 represented advances from Dr. David Long and certain of his
affiliates. During the nine months ended September 31, 2004, our operating
activities utilized $993,850 of net cash, our investing activities utilized
$5,284 and our financing activities provided $631,318 of net cash, $623,642 of
which represented the net cash proceeds notes issued in our $1 million private
placement.

                                       17
<PAGE>

  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 repaid by Dr. Long and his associates in June 2005.

  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 Three Months Ended September 30, 2005 (the "2005
----------------------------------------------------------------------------
Quarter") with the Unaudited Three Months Ended September 30, 2004 (the "2004
-----------------------------------------------------------------------------
Quarter")
---------

  We did not sell any of our products in the 2005 or 2004 Quarter.

  We did not incur and research and development expenses in the 2005 Quarter; in
the 2004 Quarter, we spent $3,831 on research and development.

   Selling, general and administrative expenses decreased by $104,334, or 40%,
to $159,468 in the 2005 Quarter from $263,802 in the 2004 Quarter. Costs
associated with personnel and independent contractors reduced by approximately
$67,000 as we were forced to reduce our activities due to lack of funds.

   We had net interest expense of $154,724 in the 2005 Quarter, compared to
$92,579 in the 2004 Quarter, an increase of $62,145, or 67%, due to additional
interest charges on increased borrowings.

   We did not incur and other finance costs and amortization charges in the 2005
Quarter. In the 2004 Quarter, we had amortization charge relating to the private
placements of $491,432.reduced by approximately $152,000 in the 2005 Quarter.

   We received, in the 2005 Quarter, $50,000 for assisting in setting up
distribution and marketing operations for our new distributor in Asia. . We had
no other income in the 2004 Quarter.

  As a result of the foregoing, we incurred a net loss of $264,192 in the 2005
Quarter, compared to a net loss of $851,644 in the 2004 Quarter, a decrease of
$587,452, or 69%.

                                       18
<PAGE>

Comparison of the Unaudited Nine Months Ended September 30, 2005 (the "2005
---------------------------------------------------------------------------
Period") with the Unaudited Nine Months Ended September 30, 2004 (the "2004
---------------------------------------------------------------------------
Period")
--------

  We did not sell any of our products in the 2005 Period. We generated revenue
of $10,550 from the sale of a device to a distributor in the 2004 Period.

  In the 2005 Period, we did not incur any cost of sales as we did not sell any
products. 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.

  We did not incur any research and development expenditure in the 2005 Period
compared to $10,482 spent in the 2004 Period.

   Selling, general and administrative expenses decreased by $196,315, or 21%,
to $747,839 in the 2005 Period from $944,154 in the 2004 Period. The costs
associated with personnel and independent contractors reduced by approximately
$200,000 as we were forced to reduce our activities due to lack of funds. These
savings were partly off set by increase in legal costs of approximately $120,000
for various consultations relating to FDA and SEC matters and for drafting and
reviewing new financing agreements.

   We had net interest expense of $418,658 in the 2005 Period, compared to
$262,410 in the 2004 Period, an increase of $156,248, or 60%, due to additional
interest charges on increased borrowings.

   Other finance costs and amortization charges reduced by $582,178, or 49% to
$605,997 in the 2005 Period. No amortization charges were recorded in the third
quarter of 2005 compared to $491,432 charged in the 2004 Quarter as the costs
were fully amortized over the terms of the notes which had ended in December
2004 and May 2005 for the $1 million and the $329,000 private placements,
respectively.

   We received, in the 2005 Period, $50,000 for assisting in setting up
distribution and marketing operations for our new distributor in Asia, and
$15,000 in royalty income on settlement of our claim for patent infringement in
the 2005 Period. We had no other income in the 2004 Period.

  As a result of the foregoing, we incurred a net loss of $1,707,493 in the 2005
Period, compared to a net loss of $2,394,671 in the 2004 Period, a reduction in
loss of $687,178, or 29%.


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 October 31, 2005, we had two full-time employees, our chief executive
officer and our chief operating officer. Both employees are involved all aspects
of our business and operations, including data management supervision of
research and development activities, management, manufacturing supervision,
product development and financial and administrative functions. In addition,
when needed, we use the services of our past employees and an independent
marketing consultant, and two other consultants who assist us with regulatory
work. Due to a lack of financial resources during 2003, we deferred compensation
due our employees for six months (and agreed to pay a 100% percent premium on
such deferred compensation) and we reduced our employee compensation for four
months (and issued options under our 1996 Stock Option Plan in an attempt to
make up for such shortfall). In 2004, we were able to pay the employees' 2003
salary arrears but we still have to pay them the premium for back pay. As at
September 30, 2005, we owed $152,245 to the employees for the premium.

                                       19
<PAGE>

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 November 1, 2005, there were 40,507,805 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, 2005, we had $182,913 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. The patent
amortization charge for the three ended September 30, 2005 and September 30,
2004, was $9,398 for both the quarters, and for the nine months ended September
30, 2005 and September 30, 2004, it was $28,195 for both the periods. 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, 2005 and
2004, 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 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.

                                       20
<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 our Annual Report on Form
10-KSB for the year ended December 31, 2004, 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
Exchange Act of 1934) as they existed at September 30, 2005. Based on his
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures need improvement and were not
adequately effective as of September 30, 2005 to ensure timely reporting with
the Securities and Exchange Commission. Our management is in the process of
identifying deficiencies with respect to our disclosure controls and procedures
and implementing corrective measures, which includes the establishment of new
internal policies related to financial reporting.

  Changes in Internal Control over Financial Reporting

  As required by Rule 13a-15(d), the Company's Chairman and Chief Financial
Officer, also conducted an evaluation of Biofield's internal controls over
financial reporting to determine whether any changes occurred during the fourth
fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
During the preparation of the Company's financial statements as of and for the

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<PAGE>

quarter ended September 30, 2005, the Company has concluded that the current
system of disclosure controls and procedures was not effective because of the
internal control weaknesses identified below. As a result of this conclusion,
the Company has initiated the changes in internal control, to the extent
possible given limitations in financial and manpower resources, also described
below. It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system will be met. In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of future
events.

  Lack of Adequate Accounting Staff

  Due to limitations in financial and management resources, the Company does not
have adequate accounting staff. As a result, the Company took steps to address
its understaffed Finance and Accounting team to correct this material weakness.
The Company engaged an independent contractor with extensive CFO-level
management and SEC reporting experience in public companies. The Company feel's
this addition to the Company's Finance and Accounting team will improve the
quality of future period 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, 2005 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.

  In October, 2004, we engaged an investment broker and consultant to obtain
financing its operations while waiting for FDA approval by offering shares of
Common Stock offshore to non-U.S. citizens in accordance with the provisions of
Regulation S at a cost of 50% of the amount of gross capital raised as fees.
Under the agreement, the broker bears all the associated marketing and operating
costs, and is required to offer the shares at a price per share of not less than
$0.05, as amended. Under this arrangement, we received aggregate net proceeds of
$10,000 against aggregate issuance of 166,667 shares of Common Stock, at the
market price on the date of the sale during the period from April 1, 2005 to
August 1, 2005.

  On August 4, 2005 and August 29, 2005, we issued 2,068,500 shares and
1,000,000 shares, respectively, of our Common Stock, to fulfill our commitment
under the terms of the $1 million private placement agreement and $379,000
private placement agreement for our default to repay the notes on December 31,
2004 and May 31, 2005, respectively.

  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, 2005.

Item 5. Other Information

   None

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<PAGE>

Item 6. Exhibits and Reports on Form 8-K

     A.   Exhibits

     Exhibit (10) Strategic Partnership Agreement, by and between Bridgetech
     Holdings International, Inc., and Biofield Corp., dated as of July 14,
     2005.

     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 15, 2005              By: /s/ DAVID M. LONG
                                         ---------------------------------------
                                         David M. Long, Jr., M.D., Ph.D.
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)

Date: November 15, 2005              By: /s/ JOHN D. STEPHENS
                                         ---------------------------------------
                                         John D. Stephens
                                         Senior Vice President and Chief
                                          Operating Officer
                                         (Principal Accounting and Financial
                                          Officer)

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