UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the Quarter Ended March 31, 2008 Commission File No0-27848  BIOFIELD CORP. (Name of Small Business Issuer in Its Charter)  Delaware
13-3703450(State of other jurisdiction
of Incorporation or Organization)
(Employer Identification
Number)  King of
Prussia Business Center, Suite C 1019
West Ninth Avenue King of
Prussia, PA 19406 (Address of principal executive offices) (Zip
Code)  (215) 972-1717 (Issuer's Telephone Number, Including Area Code)  Check
whether the Issuer: (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 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 30
days:       Yes [X]    No [  ]  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definition of accelerated filer and large accelerated
filer in Rule 12b-12 of the Exchange Act (Check one):  Large Accelerated
filer____ Accelerated filer____ Non-accelerated filer____Smaller Reporting
Company _X_  Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act. Yes  [   ]
       No  [X]   AS OF MARCH 31,
2008, THERE WERE 55,137,486 SHARES OF COMMON STOCK AND 12,300,000 SHARES OF
PREFERRED STOCK, ALL OF WHICH WERE SERIES A PREFERRED SHARES.                 PART IFINANCIAL INFORMATION  ITEM 1.
    FINANCIAL STATEMENTS   **BIOFIELD
CORP.**
****
****
******(A Development Stage
Company)**
****
****
******CONSOLIDATED BALANCE
SHEETS**
****
****
********
****
****
********
**March
31,**
****
**December
31,****ASSETS**
**2008**
****
**2007******
(Unaudited)

(Audited)CURRENT ASSETS:Cash and cash
equivalents
$-

$13,328Prepaids
9,000

9,000Notes receivable
11,004

11,004Total
current assets
20,004

33,332PROPERTY AND EQUIPMENT -
Net
6,253

6,601TOTAL
ASSETS
$26,257

$39,933**LIABILITIES AND
STOCKHOLDERS DEFICIT**
****
****
********
****
****
********
****
****
****CURRENT LIABILITIES:Bank overdraft
$4,801

$-Accounts payable
1,407,314

1,402,513Accrued interest
790,786

720,334Accrued expenses
400,389

430,489Due to affiliate
329,686

329,686Advances from
stockholder
2,216,771

2,162,703Notes payable
2,242,266

2,223,893Line of credit
342,180

342,180Total
current liabilities
7,734,193

7,611,798Commitments and
contigenciesSTOCKHOLDERS
DEFICIT:Preferred stock, $.001 par
value;authorized
12,300,000shares; 12,300,000 shares issued at March 31,
2008and
12,300,000 shares issuable at December 31, 2007
12,300

12,300Common stock, $.001 par value;
authorized 60,000,000 shares;55,137,486 shares
issued at March 31, 2008 and45,142,936 shares
issued and 9,994,550 shares issuableat December 31, 2007,
respectively
55,138

55,138Treasury
stock - 2,306,131 shares
(3,100)

(3,100)Stock
subscriptions
103,849

3,849Additional paid-in
capital
66,461,340

66,461,340Accumulated deficit during
development stage
(74,337,463)

(74,101,392)Total stockholders
deficit
(7,707,936)

(7,571,865)TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT
$26,257

$39,933See notes to
consolidated financial statements.    2       **BIOFIELD
CORP.**
****
****
****
****
******(A Development Stage
Company)**
****
****
****
****
******CONSOLIDATED
STATEMENTS OF OPERATIONS (Unaudited)**
****
********
****
****
****
****
********
****
****
****
****
**Period October
16,******
**For the Three
Months Ended**
****
**1987 (Date
of******
**March
31,**
****
**Inception)
Through******
**2008**
****
**2007**
****
**March 31,
2008******
****
****
****
****
********
****
****
****
****
****REVENUE
**$-**
****
$24,950

$244,522COST OF SALESCost of goods
sold
**-**
****
3,132

95,111Loss on write down of
inventory
**-**
****
-

693,500GROSS PROFIT
**-**
****
21,818

(544,089)OPERATING EXPENSES:Research and
development
**-**
****
-

40,481,889Selling, general, and
administrative
**88,377**
****
83,662

32,204,877Impairment of intangible
assets
**-**
****
-

194,268Gain on disposition of fixed
assets
**-**
****
-

(8,084)Total
operating expenses
**88,377**
****
83,662

72,872,950OTHER INCOME
(EXPENSE):Interest income
**-**
****
-

2,476,723Interest expense and other finance
costs:Interest
expense
**(142,891)**
****
(131,511)

(3,186,739)Amortization of
shares issued to lendersand other finance costs
**-**
****
-

(405,523)Royalty income and
other
**-**
****
-

214,864Net other
expense
**(142,891)**
****
(131,511)

(900,675)LOSS BEFORE INCOME
TAXES
**(231,268)**
****
(193,355)

(74,317,714)PROVISION FOR INCOME
TAXES
**-**
****
-

(19,749)****
****NET LOSS
**$(231,268)**
****
$(193,355)

$(74,337,463)NET LOSS PER SHARE:Basic and
Diluted
**$(0.00)**
****
$(0.00)WEIGHTED-AVERAGE
SHARESBasic and
Diluted
**55,137,486**
****
53,137,486See notes to
consolidated financial statements.  3       **BIOFIELD
CORP. ( A DEVELOPMENT STAGE COMPANY)**
****
****
****
****
******CONDENSED STATEMENTS OF
CASH FLOWS (Unaudited)**
****
****
****
****
********
****
****
****
****
**Period October
16,******
****
****
****
****
**1987 (Date
of******
**For the Three
Months Ended**
****
**Inception)
Through******
**March
31,**
****
**March
31,******
**2008**
****
**2007**
****
**2008******
****
****
****
****
****CASH FLOWS FROM OPERATING
ACTIVITIES:Net loss
**$(231,268)**
****
$(193,355)

$(74,337,463)Adjustments to reconcile net loss
to net cash used in operating activities:Depreciation and
amortization
**348**
****
469

2,762,370Amortization of
premiums on short-term investments
**-**
****
-

156,692Amortization of
deferred financing costs
**-**
****
-

2,129,643Loss on disposal of
property and equipment
**-**
****
-

194,102Loss on license and
settlement agreements
**-**
****
-

49,026Loss on abandonment of
patent applications
**-**
****
-

303,234Loss on inventory
write-down
**-**
****
-

693,500Impairment of
intangible assets
**-**
****
-

194,268Vendor
settlements
**-**
****
-

(77,257)Noncash
compensation
**-**
****
-

3,533,451Gain from disposition
of fixed assets
**-**
****
-

(159,473)Interest paid in
common stock
**-**
****
-

575,260Commisions and
discounts on sale of common stock
**-**
****
-

96,919Loan repayment default
payable in shares of common stock
**-**
****
-

350,000Consultancy fees paid
in options
**-**
****
-

242,762Changes in assets and
liabilities:Notes receivable
**-**
****
-

(11,004)Inventories
**-**
****
-

(693,500)Accounts receivable
**-**
****
(24,950)

(11,004)Prepaids
**-**
****
8,234

(141,582)Due
to affiliate
**-**
****
44,670

329,687Accounts payable and accrued liabilities
**45,151**
****
96,749

2,473,766Net cash used in operating activities
**(185,769)**
****
(68,183)

(61,346,603)CASH FLOWS FROM INVESTING
ACTIVITIES:Acquisitions of property and
equipment
**-**
****
-

(2,617,639)Costs incurred for patents and
patent applications
**-**
****
-

(782,527)Proceeds from sale of property and
equipment
**-**
****
-

294,748Purchases of short-term
investments
**-**
****
-

(26,476,638)Proceeds from sale and maturity of
short-term investments
**-**
****
-

26,406,378Net cash used in investing activities
**-**
****
-

(3,175,678)CASH FLOWS FROM FINANCING
ACTIVITIES:Repayments of capitalized lease
obligations
**-**
****
-

(82,234)Proceeds from issuance of
preferred stock - net
**-**
****
-

22,341,892Proceeds from common stock
subscriptions
**100,000**
****
-

35,303,258Proceeds from exercise of common stock
**-**
****
-

398,546Proceeds from issuance of notes
payable
**18,373**
****
207,694

1,574,181Proceeds from borrowings on line
of credit
**-**
****
-

342,180Notes financing
costs
**-**
****
-

543,882Advances from stockholder and
related party
**54,068**
****
-

3,527,563Repayments of advances from
stockholder
**-**
****
(141,839)

(1,874,728)Repurchases of common stock held
in treasury
**-**
****
-

(3,100)Proceeds from notes payable issued
to stockholder and related party
**-**
****
-

2,546,533Net cash provided by financing activities
**172,441**
****
65,855

64,617,973NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS
**(13,328)**
****
(2,328)

95,692EFFECT OF EXCHANGE
RATE CHANGES
**-**
****
-

(95,692)BEGINNING OF
PERIOD
**13,328**
****
2,361

-END OF
PERIOD
**$-**
****
$33

$-Supplementary disclosure of
cash flow information:Cash paid for
interest
**$-**
****
$-

$-Cash paid for
taxes
**$-**
****
$-

$-See notes to
condensed financial statements.  **BIOFIELD
CORP.**
****
****
****
****
******(A Development Stage
Company)**
****
****
****
****
******CONSOLIDATED STATEMENTS
OF CASH FLOWS (continued)**
****
****
****
****
********
****
****
****
****
********
****
****
****
****
**Period October
16,******
****
****
**1987
(Date of******
**March
31,**
**Inception)
Through******
**2008**
**2007**
**March 31,
2008**SUPPLEMENTAL DISCLOSURES OF CASHFLOW INFORMATION:Cash paid for
interest
$-

$-

$857,003Cash paid for
taxes
$-

$-

$-SUPPLEMENTAL SCHEDULE FOR NONCASHINVESTING AND FINANCING
ACTIVITIES:During the fiscal year ended December 31, 2005, 897,500 shares of
Common Stockdue as penalty for
non-payment of notes payable on maturity issued:
$-

$-

$17,949During the fiscal year ended December 31,
2005, a principal shareholder and his     associates
repaidthe company's line of credit
and the debt is reflected in thefinancial statements as advances from
stockholder:
$_______-

$___________-

$_____________1,200,000During the fiscal year ended December 31, 2007, 1,000,000 shares of
Common Stockissued to former employee,
in liue of accrued liabilities
$-

$-

$100,000  4         BIOFIELD CORP. A DEVELOPMENT
STAGE COMPANY  NOTES TO UNAUDITED
CONDENSED FINANCIAL STATEMENTS  NOTE 1 
ORGANIZATION  Biofield Corp. is a
development-stage medical technology company, which has developed an advanced
medical device and associated diagnostic system (the Biofield Diagnostic System
or BDS) to assist in detecting breast cancer. The financial statements are
presented on the basis that the Company is a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business over a reasonable length of time. The financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.  The Company has incurred operating losses since its
inception. This condition raises substantial doubt as to the Companys ability
to continue as a going concern as such continuance is dependent upon the
Companys ability to raise sufficient capital.  The accompanying
interim unaudited financial information has been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission (SEC).  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations.  In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the financial
position of the Company as of March 31, 2008 and the related operating results
and cash flows for the interim period presented have been made. The results of
operations of such interim periods are not necessarily indicative of the results
of the full year.  This financial information should be read in conjunction
with the Consolidated Financial Statements and Notes thereto included in the
Companys Annual Report on Form 10-KSB for the year ended December 31, 2007.
There have been no changes in significant accounting policies since December 31,
2007.  NOTE 2 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES  Principals of
Consolidation  The consolidated
financial statements include the accounts of the Company and any wholly owned
subsidiaries. All material inter-company transactions and balances have been
eliminated in consolidation.  Use of
Estimates  The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statement and the reported amounts of revenues and expenses during the
reporting period. Estimates that are critical to the accompanying financial
statements arise from the determination of the fair value of the Companys
investment. Because such determination involves subjective judgment, it is at
least reasonably possible that the Companys estimates could change in the near
term with respect to this matter.  Revenue
Recognition  The Company has
adopted and follows the guidance provided in the SECs Staff Accounting Bulletin
(SAB) No. 104, which provides guidance on the recognition, presentation and
disclosure of revenue in the financial statements.  Reclassification   5      Certain
amounts in the prior year consolidated financial statements have been
reclassified for comparative purposes to conform to the presentation in the
current year consolidated financial statements.  NOTE 3  RECENT
ACCOUNTING PRONOUNCEMENTS  Disclosure about
Derivative Instruments and Hedging Activities  In March 2008, the
FASB issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging
Activities, an amendment of FASB Statement No. 133, (SFAS 161). This statement
requires that objectives for using derivative instruments be disclosed in terms
of underlying risk and accounting designation. The Company is required to adopt
SFAS 161 on January 1, 2009. The Company is currently evaluating the potential
impact of SFAS No. 161 on the Companys consolidated financial statements.  Determination of
the Useful Life of Intangible Assets  In April 2008, the
FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible
Assets, which amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of intangible
assets under FASB 142 Goodwill and Other Intangible Assets.  The intent
of this FSP is to improve the consistency between the useful life of a
recognized intangible asset under SFAS 142 and the period of the expected cash
flows used to measure the fair value of the asset under FASB 141 (revised 2007)
Business Combinations and other U.S. generally accepted accounting
principles.    The Company is currently evaluating the potential
impact of FSP FAS 142-3 on its consolidated financial statements.  In December 2007, the
Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 141 (revised 2007), Business Combinations
(hereinafter SFAS No. 141 (revised 2007)). This statement establishes
principles and requirements for how an acquirer a) recognizes and measures in
its financial statements the identifiable assets acquired, the liabilities
assumed and any noncontrolling interest in the acquiree, b) recognizes and
measures the goodwill acquired in the business combination or a gain from a
bargain purchase and c) determines what information to disclose to enable users
of the financial statements to evaluate the nature and financial effects of the
business combination. The scope of SFAS No. 141 (revised 2007) is broader than
the scope of SFAS No. 141, which it replaces. The effective date of SFAS No. 141
(revised 2007) is for all acquisitions in which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The adoption of this statement has no immediate material
effect on the Companys financial condition or results of operations.  In December 2007, the
FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51 (hereinafter SFAS No. 160). This
statement establishes accounting and reporting standards that require a) the
ownership interests in subsidiaries held by parties other than the parent be
clearly identified, labeled and presented in the consolidated statement of
financial position with equity, but separate from the parents equity, b) the
amount of consolidated net income attributable to the parent and to the
noncontrolling interest be clearly identified and presented on the face of the
consolidated statement of income, c) changes in a parents ownership interest
while the parent retains its controlling financial interest in its subsidiary be
accounted for consistently, d) when a subsidiary is deconsolidated, any retained
noncontrolling  equity investment in the former subsidiary be initially
measured at fair value and e) entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. The effective date of this standard is
for fiscal years and interim periods beginning on or after December 15, 2008.
The adoption of this statement had no immediate material effect on the Companys
financial condition or results of operations.   6      **** **NOTE 4 
JANUARY 2008 ISSUANCE OF SHARES TO JAMES MACKAY WHICH WERE ISSUABLE AS OF
DECEMBER 31, 2007** **** On January 17, 2008
the Corporation issued 9,994,550 shares of common stock and 12,300,000 shares of
voting preferred stock of the Corporation to James MacKay to consummate the debt
conversion in accordance with the Long Agreement as approved by the Companys
prior board and as re-ratified by the Companys current board.  Those
shares were issuable as of December 31, 2007.  Each share of voting
preferred stock entitles the holder thereto to two (2) votes. The debt
conversion occurred as follows:   Amount of Converted Debt
Shares of Capital Stock of the Corporation to be Issued upon
the Conversion (class of shares)
Conversion Price per Share$499,727.50
9,994,550 shares of common stock, par value
$0.001/share
$0.05/share$1,230,000.00
12,300,000 shares of Voting Preferred Stock, par value
$0.001/share
$0.10/share As
a result of the issuance of common stock and voting preferred stock pursuant to
the debt conversion, the transfer of stock by LFCG to MKG pursuant to the Long
Agreement, and MKGs assignment to Mr. MacKay (including 5,898,495 shares), Mr.
MacKay became the holder of shares of the Corporation's capital stock entitling
him to approximately 51.96% of all of the votes entitled to be cast by
stockholders of the Corporation on a fully-diluted basis. On January 17, 2008,
the Corporation filed a Certificate of Designation which designated all
12,300,000 authorized but undesignated shares of the Corporation's preferred
stock as a series of voting preferred stock, par value $0.001 per share. NOTE 5
- SUBSEQUENT EVENTS  On April 2, 2008, the
Company filed a preliminary information statement (Schedule PRE 14C) with the
SEC, reporting that on March 28, 2008 its board of directors (the Board)
unanimously adopted a resolution seeking shareholder approval to amend the
Companys Articles of Incorporation to effect an 1 for 10 reverse split of
Biofield's Common Stock.  On March 31, 2008, a stockholder of the Company
holding over a majority of the total voting rights for all issued and
outstanding shares of common and preferred stock of the Company executed a
written consent authorizing the Board to amend the Companys Articles of
Incorporation to effect the 1 for 10 reverse stock split at any time prior to
March 31, 2009.  The Board believes that the proposed reverse stock split
will benefit the Company by increasing the per share market price of its common
stock, which is a factor in whether the Common Stock meets investing guidelines
for certain institutional investors and investment funds, although there is no
assurance that the market price will increase. The SEC had 10 days from the
April 2, 2008 filing date to comment on the Information Statement. The Company
did not receive any comments on the Information Statement from the SEC within
the 10-day period; filed a definitive information statement (Schedule DEF 14C)
with the SEC on April 22, 2008; and mailed on April 23, 2008 the definitive
information statement to all shareholders of record as of April 1, 2008 (as
identified in the certified shareholder list received from the Companys
transfer agent).   The reverse split will go into effect 20 days from
the April 23, 2008 mailing date or on May 13, 2008.  To complete the
reverse split, after May 13, 2008, the Company will file its amendment to the
Articles of Incorporation with the State of Delaware, secure a new CUSIP number,
and seek approval from the Financial Industry Regulatory Authority (FINRA).  To help ongoing
strategic initiatives in Asia, the Company and its master licensee, MacKay Group
Limited, opened an office in Hong Kong on April 7, 2008.  The new office is
located at 3412 China Merchants Tower, 168-200 Connaught Road, Sheung Wan, Hong
Kong, phone number (852) 2549-0633.        ITEM 2.
     MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION  The following
discussion and analysis should be read in conjunction with our Financial
Statements and Notes thereto appearing elsewhere in this document.  Certain statements
contained in this "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and elsewhere in this report are forward-looking
statements that involve risks and uncertainties.  These statements relate
to future events or our future financial performance.  In some cases,
forward-looking statements can be identified by terminology such as "may,"
"will", "should",  "expect", "anticipate", "intend", "plan", "believe",
"estimate", "potential", or "continue", the negative of these terms or other
comparable terminology.   These statements involve a number of risks
and uncertainties.   Actual events or results may differ materially
from any forward-looking statement as a result of various factors, including
those described above and in the Companys last Form 10-KSB for 2006 and 2005
under "Risk Factors".  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 Report or to reflect the
occurrence of other unanticipated events.  THE COMPANYS
FOCUS ON FOREIGN MARKETS UNDER MKG  Prior managements
focus was on securing U.S. Food and Drug Administration (FDA) approval to
distribute the BDS in the U.S. Under MKG, the Company has reoriented its
energies towards generating sales in foreign markets with significant
populations of women, where MKG has significant industry and government
relationships, where the need for the BDS appears compelling, and where the
regulatory hurdles are not as burdensome.  Included among the foreign
markets are China (including Hong Kong, Taiwan and Macau), India, the
Philippines, Indonesia, Malaysia, Singapore, Vietnam, and other parts of Asia,
Mexico, Latin America, the Caribbean, Africa, Europe, and the Middle East.
 The initial countries MKG are focusing on account for approximately one
half of the worlds female population.  As articulated in the recent
October 15, 2007 Time article, MKG recognized from the outset that breast cancer
is no longer an affliction which only concerns certain segments of women in the
U.S. and Western Europe but is tragically a global challenge.  Given the
nature of the BDS, the Company believes that the  7      BDS
can play a role to help save lives in foreign countries, which for a variety of
reasons may not have the detection technologies present in the U.S. and Western
Europe.  Since 2007, MKG has
been working with leading government, medical, distribution, and manufacturing
representatives, agencies, and institutions in China, India, the Philippines and
other parts of Asia to incorporate the BDS as part of early detection and
awareness initiatives. Since 2007, MKG has also been working with those
representatives, agencies, and institutions to manufacture the BDS device and
sensors overseas; to conduct clinical trials, including joint U.S.-Asian trials;
to further develop the BDS device and sensors for screening purposes; and to
further develop the BDS device and sensors for cancers other than breast
cancer.  Under MKG, the
Company is continuing its efforts to secure U.S. FDA approval and since 2007
worked with regulatory, clinical, medical, legal and other experts towards that
end. The Company believes that the government and industry relationships, the
possible significant clinical data and research and development (including as it
may pertain to screening and other cancers), and revenues it secures abroad will
facilitate its efforts to secure U.S. FDA approval.  MKG Initiatives in
Foreign Markets  In 2007, MKG
continued to meet with significant government, healthcare, distribution, and
manufacturing contacts to distribute, manufacture, and develop the BDS in
foreign markets. MKG strategy is to form strategic alliances, in the form of a
joint venture or sublicense, with entities with significant funding, government
relationships and distribution networks, especially those associated with
hospital systems, regulatory expertise, and manufacturing capabilities. The
joint venture assumes all responsibilities and expenses within the designated
territory to distribute the BDS, secure regulatory approval for the BDS, conduct
clinical trials and development, and in some cases to manufacture the BDS.  China  In 2007, MKG had
discussions with representatives of Chinese government, including those
associated with Chinas state and military hospitals, about potential orders of
the BDS and sensors.  Chinese representatives expressed significant
interest in the BDS and discussed, among other things, potential orders for
Chinese hospitals; designating top Chinese medical institutions and doctors to
work with the Company on additional clinical trials and R&D including joint
U.S.-Chinese trials and including on screening and cancers other than breast
cancer; incorporating the BDS into Chinese early detection initiatives and a
cancer fund established for the indigent.  From the middle of
2007 to the first part of 2008, significant discussions occurred in Shanghai,
Beijing, Hong Kong, Guangdong Province, Tianjin, Guangxi Province, Taiwan and
Macau with leading Chinese healthcare bureaus, officials, medical institutions,
and physicians.  Successful demonstrations were conducted in Shanghai,
Beijing, and Hong Kong.  Several Chinese government and hospital
representatives also attended the Companys well received breast cancer
symposium in Manila in the fall of 2007. In March-April 2008, an initial
demonstration of the BDS was successfully conducted in Shanghai at the
facilities of a division of Chinese government organization which is a leading
testing center in Shanghai involved with reviewing and bringing new healthcare
technologies to China.  Additional demonstrations are planned in Shanghai
for training, studies and data collection-related purposes.  The Company
has received significant interest from leading Chinese entities interested in
distributing the BDS in China and is evaluating each opportunity. The Company
believes that orders for the BDS device and sensors will be placed in Shanghai,
Beijing, Hong Kong, Guangdong Province, Guangxi Province, Taiwan and Macau
commencing the fall of 2008 and is working with facilities in the United States
and China to manufacture the BDS device and sensors.  The Company is also
working with leading Chinese representatives to secure the governmental
authorization to distribute and possibly manufacture the BDS device and sensors
in China.    8      According
to the U.N., there are over 172 million women in mainland China, Hong Kong, and
Macau ages 40-70 years old.  According to the International Agency for
Research on Cancer, the breast cancer incidence rate in China is 18.7 per
100,000.  India  Since 2007, MKG has
had discussions with hospital, medical and distribution representatives from
India, including those associated with certain national, regional and municipal
government entities and leading hospital systems and distribution networks in
India, about the distribution of the BDS in India. Following the successful
demonstration of the BDS at the October 24, 2007 major breast cancer detection
symposium in Manila, which was attended by leading Indian representatives, there
was significant interest from Indian representatives about potential significant
orders and about distributing and securing regulatory approval for the BDS in
India and other countries in the Indian subcontinent including Nepal and
Bangladesh. The Company expects to conclude a distribution arrangement in India
in or about the middle of 2008 and to generate purchase orders for 2008.  According to the
U.N., there are over 103 million women in India ages 40-70 years old. According
to the International Agency for Research on Cancer, the breast cancer incidence
rate in India is 19.1 per 100,000.  The Philippines,
Indonesia and Malaysia  In 2007, MKG had
repeated meetings with, and have conducted demonstrations for, significant
government, church, healthcare, and distribution representatives in the
Philippines. On March 8, 2007, MKG delivered a BDS device and three cases of
sensors to a hospital in the Philippines.  The hospital has started to take
the unit to the provinces as part of their mobile health systems services.
 MKG believes that the Filipino Government and the Catholic Church in the
Philippines will publicly endorse the BDS as part of national initiatives
promoting early detection of breast cancer.  In 2007 certain bills were
introduced before the Filipino Congress (S.B. No. 78, The Breast Cancer
Detection Act of 2007, and S.B. 1815, an Act Creating a Center for Breast Cancer
Control and Prevention), which would require local government units to conduct a
quarterly breast cancer detection program and would establish the Center for
Breast Cancer Control and Prevention.  In October 2007, MKG
formed a joint venture with Eastern Petroleum Corporation, one of the leading
business and petroleum companies in the Philippines.  The joint venture is
called the MacKay Eastern Medical Group (MacKay Eastern) and will bear the
exclusive responsibility and expense to distribute, market, gain regulatory
approval for, and further develop the BDS and related technologies in the
Philippines, Indonesia and Malaysia.  In October 2007, an initial order of
10 devices and 20 cases of sensors was sold and delivered to the joint venture.  On October 24, 2007,
the joint venture presented the BDS at a major breast cancer detection symposium
in Manila attended by approximately 200 guests, including representatives from
100 of the top hospitals and medical institutions in the Philippines and
government and industry representatives from the Philippines, China and India.
 Following the successful demonstration of the BDS at the October 24, 2007
major breast cancer detection symposium in Manila, discussions are taking place
about potential significant orders to be delivered in 2008.  In late 2007 through
the middle of 2008, MacKay Eastern began launching and conducting demonstrations
and testing of the BDS device and sensors in parts of the Philippines.  In
December 2007, MacKay Eastern launched the BDS device and sensors in General
Santos City.  In 2007, it also began working with certain hospitals and
clinics in the Philippines.  In 2007, it also began setting up centers in
shopping malls where there was significant consumer traffic.  The ideal for
these centers was that Filipinos could readily receive the 20 minute Biofield
Breast Examination while they attended to their routine purchases. Since late
2007, MacKay Eastern has worked closely with leading national and city
representatives regarding government initiatives to provide breast cancer
detection for government employees.  The Company
anticipates receiving purchase orders for the BDS devices and sensors in 2008,
including from representatives associated with national, city, and municipal
Filipino government.  9       According to the
U.N., there are over 22.45, 8.5, and 3 million women ages 40-70 years old in
Indonesia, the Philippines and Malaysia respectively. According to the
International Agency for Research on Cancer, the breast cancer incidence rate in
Indonesia, the Philippines, and Malaysia.  Mexico  In January 2007, on
behalf of the Company, certain representatives successfully conducted patient
demonstrations and seminars of the BDS in Mexico City before more than 50 OB/GYN
and other physicians, nurses, officials, and representatives from leading
hospitals, clinics, laboratories, pharmaceutical companies, and other health
providers based in Mexico and other countries in Latin America. The
demonstrations and seminars were conducted by a noted physician in Mexico City
on female patients with pre-confirmed malignant and benign tumors. Biofields
device tested successfully in the patient demonstrations, generating substantial
interest among Mexican OBY/GYN and healthcare communities. The purpose of the
demonstrations and seminars was to introduce Biofields technology to leading
opinion makers in the Mexican healthcare community and to seek to secure
purchase orders for the device and sensors. Subsequent meetings and discussions
have taken place with leading hospitals, clinics, physicians, and other opinion
leaders in Mexico, many of which also have clinics, stores, or other facilities
in other Latin American countries. Presentations of Biofields technology were
also made on Mexican TV.  (See Companys press release dated February 23,
2007, a copy of which is available online at www.biofield.com.)  Continued discussions
have taken place with the Mexican representatives who conducted the Mexico City
demonstration (as well as with other representatives).  Discussions have
taken place about sublicensing the BDS for Mexico and Spanish-speaking countries
in Latin America, purchase orders for the BDS devices and sensors and securing
regulatory approval and establishing manufacturing facilities for the BDS in
Mexico.  Significant interest has been generated from Mexico.  MKG has
been discussing sublicense arrangements with certain Mexican representatives who
were proceeding to secure the necessary funding to conduct manufacturing,
distribution and regulatory approval in Mexico.  According to the
U.N., there are over 11.6 million women ages 40-70 years old in Mexico.
According to the International Agency for Research on Cancer, the breast cancer
incidence rate in Mexico is 26.4 per 100,000 respectively.  The Singapore
Sale  On February 28, 2007,
Biofield sold a BDS device and three cases of sensors to leading distributor in
Singapore. The gross proceeds totaled $24,950.  The distributor is an
industry leader in Singapore in biomedical engineering, which serves all the
major medical centers and hospitals in Singapore.  The end user is a
nationally and internationally acclaimed institution in Singapore, which is
recognized as an innovator for cutting edge technologies, including those in the
biomedical science industry and medical device field, and for its commitment to
public and community service. The sale was the result of a tender which was
awarded to the Company.  In addition to using the BDS for diagnostic
purposes, the end user is conducting significant research which may impact the
use of the BDS for screening purposes.  The distributor believes its
clients may be interested in buying the BDS devices and sensors. (See Companys
press release dated February 28, 2007, a copy of which is available online at
www.biofield.com.)  According to the
U.N., there are over 645,000 women ages 40-70 years old in Singapore.    10      Other
Foreign Markets  Since 2007, MKG has
had discussions with representatives in other foreign countries concerning South
Africa, Japan, and other countries in the Middle East and Africa.  The
Company under prior management presented the BDS to leading government,
hospital, and medical representatives from South Africa, including First Lady
Mbeki.  During the same trip, the Company met with leading government
representatives from Botswana.  Significant interest was received including
interest about transporting the BDS through mobile van units.  There are
currently several BDS devices in South Africa.  The Company has also
conducted demonstrations for leading Japanese representatives. One of the
Companys prior clinical trials took place in Japan.  Discussions have also
taken place about distributing the BDS in Middle Eastern countries such as Iraq,
Saudi Arabia, United Arab Emirates, Kuwait, Jordan, and Lebanon.  According to the
U.N., there are over 5.1 and 25 million women ages 40-70 years old in South
Africa and Japan respectively. According to the International Agency for
Research on Cancer, the breast cancer incidence rate in South Africa and Japan
is 35 and 32.7 per 100,000 respectively.  THE MKG MASTER
LICENSE  As reported in and
attached to its Form 8-K filed July 31, 2007 available online at
http://www.sec.gov/
Archives/edgar/data/1007018/000112178107000222/0001121781-07-000222-index.htm,
which the reader is urged to read in its entirety, on July 27, 2007, the Company
signed a master license agreement (the Agreement) with MKG. Pursuant to the
Agreement, the Company granted to MKG an exclusive (even to the Company), sub
licensable, royalty-bearing, worldwide license to make, have made, use, import,
offer for sale, and sell devices, sensors and other products or services
incorporating the Companys patented and unpatented breast cancer detection
technology, including, but not limited to, the BDS, the Biofield Breast Cancer
Proliferation Detection System, the Breast Cancer Diagnostic Device, and the
Biofield Breast Examination or BBESM (collectively, the
Technology).  The Company also granted MKG, on a worldwide basis, the
Exclusive Distribution, Manufacturing, Development, Clinical, and R&D Rights
(as those terms are defined in the Agreement) with regard to the Technology.
Under the Agreement, MKG assumes from the Company the sole responsibility and
expense to market, manufacture, further develop (clinically and technically),
and otherwise commercialize the Technology. MKG further assumes from the Company
the sole responsibility and expense to secure additional regulatory approvals
and to conduct additional clinical trials, as well as research and development.
 MKG will also make commercially reasonable efforts to, among other things,
further develop the Technology for screening, as opposed to purely diagnostic,
purposes and for cancers other than breast cancer.  In return for the
exclusive worldwide license, MKG will pay the Company royalties based on gross
receipts received by MKG and its affiliates in connection with the Technology.
MKG must pay minimum royalties. In addition to royalties, MKG will pay the
Company licensing fees based upon certain milestones. The term of the Agreement
is 10 years with automatic renewals for additional 10-year terms unless
terminated by one of the parties pursuant to the terms of the Agreement.  Developments in
the U.S.  In 2007, the Company
continued to transition its operations, facilities, inventory, and clinical,
technical, and financial records from its former offices in Alpharetta, Georgia
and California to the Companys new office in King of Prussia.  In July 19,
2007 the Company moved its principal executive office from 1615 Walnut Street,
3rd Floor, Philadelphia, PA 19103 and the contents of its former
Alpharetta, Georgia facility to King of Prussia Business Center, Suite C, 1019
West Ninth Avenue, King of Prussia, PA 19406.  In 2007 and 2008
Michael Antonoplos was appointed as a Company director and as the Companys
interim chief executive officer and secretary.  Kenny Lau, who helped
spearhead the initiatives in the PRC, Hong Kong and Macau was also appointed
Company director.  In 2007 Michael Yoms position changed from president to
chief operating officer. See the Companys Form 8-K filed July 19, 2007. Mr. Yom
resigned as chief operating officer  11      effective
January 21, 2008.  In late November 2007 Joseph Repko agreed to step down
as the Corporations interim chief financial officer (CFO) effective upon the
Corporations securing an outside certified public accountant (CPA), who would
help prepare its financial reports.  After another CPA disengaged to become
the chief financial officer for another company, the Corporation engaged its
current CPA on March 17, 2008.  The Corporations board of directors
thereafter formalized Mr. Repkos resignation as the Corporation interim CFO
effective March 17, 2008 and appointed Michael Antonoplos the Corporations
chief accounting officer.  On January 23, 2008
the Company filed a Form 8-K reporting that on January 17, 2008, the Corporation
issued 9,994,550 shares of common stock and 12,300,000 shares of voting
preferred stock of the Corporation to Mr. MacKay to consummate the debt
conversion in accordance with the Long Agreement as approved by the Companys
prior board and as re-ratified by the Companys current board. Each share of
voting preferred stock entitles the holder thereto to two (2) votes. The debt
conversion occurred as follows:  Amount of
Converted Debt
Shares of Capital Stock of the Corporation to be Issued
upon the Conversion (class of shares)
Conversion Price
per Share$
  499,727.50
9,994,550 shares of common stock, par value
$0.001/share
$0.05/share$1,230,000.00
12,300,000 shares of Voting Preferred Stock, par value
$0.001/share
$0.10/share   As a result of the
issuance of common stock and voting preferred stock pursuant to the debt
conversion, the transfer of stock by LFCG to MKG pursuant to the Long Agreement,
and MKGs assignment to Mr. MacKay (including 5,898,495 shares), Mr. MacKay
became the holder of shares of the Corporation's capital stock entitling him to
approximately 51.96% of all of the votes entitled to be cast by stockholders of
the Corporation on a fully-diluted basis.  As also reported in
the January 23, 2008 Form 8-K, on January 17, 2008, the Corporation filed a
Certificate of Designation which designated all 12,300,000 authorized but
undesignated shares of the Corporation's preferred stock as a series of voting
preferred stock, par value $0.001 per share. The Certificate of Designation, the
filing of which constitutes an amendment to the Corporation's Fifth Amended and
Restated Certificate of Incorporation, is attached as an exhibit to the
Companys January 23, 2008 Form 8-K  The Company continues
to meet and have discussions with representatives with significant financial and
medical expertise to bolster the Companys management, board, and advisory
board.  In 2007, the Company had continuing efforts associated with (1)
manufacturing the new prototype of the BDS device (in the U.S., China, Mexico
and elsewhere) and (2) reinitiating additional clinical trials in the U.S. which
would help facilitate securing U.S. FDA approval.  The Company has had
repeated discussions with former representatives of the Company and physicians
involved in developing the BDS, clinical trials and development, and the use of
the BDS for screening purposes. Those discussions are in addition to the
discussions MKG has had and continues to have with leading representatives in
China, India, the Philippines and other foreign countries. Several of the
representatives and physicians are proceeding to obtain U.S. FDA approval for
other technology.  Further, the Company has had discussions and meetings
with healthcare organizations in the U.S. about additional clinical trials, the
use of the BDS in womens health centers, and possible joint clinical trials
with leading medical institutions in Asia and Europe introduced by MKG.
 Given the availability of patients for clinical trials in Asia and MKGs
relationship with leading Asian medical institutions, one of MKGs goals is to
conduct clinical trials in Asia with leading Asian and Western medical
institutions, which would facilitate efforts to secure U.S. FDA approval.
Finally, the Company has met with engineering and design experts in the U.S. and
China to manufacture the new prototype of the BDS device and further develop the
devise and sensors for screening.  Device schematics are now being reviewed
by experts in China to manufacture the new prototype in China.  The Company
is also considering  12      facilities
in the U.S. which have been certified by the U.S. FDA with regard to
non-invasive cancer detection technology.  In October 2007, the
Company and MKG entered into a collaboration agreement with SpectRx, Inc.
(SpectRx)  (See SpectRxs press release dated November 27, 2007 available
at:  http://www.guidedtherapeutics.com/News/
Bio%20manufacture%20agreement%20November%2027%202007.pdf.)  The chief
executive officer of SpectRx, Dr. Mark Faupel, was one of the original inventors
of the BDS and has developed similar non-invasive cervical cancer technology.
Dr. Faupel and fellow SpectRx board member and international healthcare policy
expert, Dr. Ronald Hart, helped presented the BDS at the October 24, 2007 Manila
Breast Cancer Detection Symposium. SpectRx has certified manufacturing
facilities in the U.S. and will help the Company manufacture the BDS device for
potential purchase orders from Asia and elsewhere.  Upon reestablishing
manufacturing from the U.S. to fulfill more immediate purchase order,
discussions are occurring with SpectRx to manufacture the BDS in Asia. SpectRx
has CE Mark certification and will work with the Company to expeditiously secure
CE Mark certification from SpectRxs facilities in Atlanta.  SpectRx also
has substantial experience before the U.S. FDA and will work with the Company to
reinitiate its efforts before the U.S. FDA.  From his time at the Company,
Dr. Faupel also has extensive knowledge about the screening application for the
BDS and will work with the Company to further develop the BDS device, sensors,
and sensor configurations for screening purposes. SpectRx will also work with
the Company and MKG to conduct clinical trials, including joint U.S.-Asia
trials, which may help the Companys efforts before the U.S. FDA and which
relate to the application of the BDS for screening and cancers other than breast
cancer.  In turn, using its significant relationships in Asia, MKG and the
Company will help market and distribute SpectRxs cervical cancer technology in
Asia.  Subsequent discussions have occurred with SpectRx related to helping
manage the Companys operations.  In 2007, the Company
has met with and is working with a leading sensor manufacturer to manufacture
the necessary quantities of BDS sensors.  The manufacturer produced the
sensors for the Companys Singapore and Filipino orders and for demonstrations
in China and Manila.  The manufacturer and its affiliates have
manufacturing facilities in the U.S., Eastern Europe, China, and India.  In
fall of 2007, the Company visited the manufacturers facilities in Shanghai.
 The Company has also discussed with the manufacturer about further
developing the sensor for screening purposes.  After previously
reducing its debt by $2 million in 2006, in 2007 the Company continues to work
towards further debt reduction.  In September 2007, the Company eliminated
$100,000 of salary owed to a former employee by issuing 100,000 shares at $0.10
per share.  LONG-TERM
STRATEGY AND GOALS  The long term
strategy and goal of the Company under MKG is to become a leading provider of
state-of-the-art medical and healthcare-related technology throughout the world.
 The Companys immediate goal is the distribution and manufacture of the
BDS in foreign markets and subsequently in the U.S. upon securing U.S. FDA
approval.  The Company under MKG, however, is working with medical experts
in the U.S., Asia, the Middle East, and Europe on advanced medical and
healthcare-related technologies other than the BDS, which MKG can use its
government and industry relationships in Asia and elsewhere to distribute,
manufacture and further develop.  While many of these other technologies
relate to womens health and non-invasive technologies, other technologies
relate to fields such as hospital and data management, emergency or triage
management, diabetes, obesity, and childhood diseases and care.  On the BDS, the
Companys goal is to use MKGs government, medical, distribution, manufacturing
and other relationships overseas to develop the BDS as a leading breast cancer
detection modality outside the U.S.  The initial focus is on China, India,
the Philippines, Indonesia, Malaysia, and Mexico.  The Company under MKG
will then extend to other parts of Asia, Latin America, the Caribbean, Africa,
Europe, and the Middle East.  MKG is currently working with representatives
from some of those areas. With sales, acceptance and support from leading
government, medical, and industry representatives, clinical trial results, and
further research and development from  13      those
countries, the Company under MKG will reinitiate efforts before the U.S. FDA to
distribute the improved version of the BDS in the U.S.  The Company, under
MKG, seeks to gain acceptance of the BDS overseas at many levels. The first
level is at the government level. Since 2007, MKG has been working with
significant government healthcare, hospital and other representatives in China,
the Philippines and elsewhere to incorporate the BDS at a national level as part
of national initiatives relating to womens health and early awareness and
detection and to cancer programs and funds for the indigent.  Discussions
to date have generated interest from government not only in potential purchase
orders but also with respect to coordinating the Companys clinical and R&D
efforts with leading doctors, hospitals, and agencies; conducting joint
U.S.-Asia clinical trials including on screening and other cancers; securing the
appropriate regulatory approvals; and manufacturing the BDS overseas.  Second, MKG has been
working with leading foreign hospital and medical institutions, which are
considered to be influential opinion leaders in the country.  Discussions
to date have generated interest relating to potential purchase orders and to
potential joint clinical trials and development as to the BDS with leading
institutions and experts in the U.S. and Europe, including on screening and
other cancers.  The third level
relates to distribution.  MKG has been working with entities which are
considered among the leading businesses in the country and which have
established reputations, distribution networks, and manufacturing, logistics,
funding and other resources.  Some of these entities own, manage, and/or
operate hospital and medical networks.  Some are just leading businesses in
the country with established distribution networks and a history and vision of
helping the citizens of its country.  The fourth level
relates to manufacturing.  Since MKG has been working with manufacturers in
China and Mexico which are reviewing the schematics and other materials relating
to the prototype device.   MKG has also been working with a sensor
manufacturer with manufacturing facilities in China, India, Eastern Europe, and
the U.S.  MKG recognizes the importance of properly reestablishing
manufacturing given regulatory requirements here and overseas.  Its intent
is to first reestablish manufacturing of the prototype device in the U.S. and
then supplement and/or transfer manufacturing to certified manufacturing
facilities in China, India, Mexico and elsewhere.  It is working with
technical and regulatory experts in the U.S. and Asia to properly reestablish
manufacturing.  Its ultimate goal is develop its own certified
manufacturing facilities, whether in the U.S., Asia or elsewhere, which would
obviate outsourcing and which allow manufacture of other possible medical
technology.  Ultimately, the
Company, under MKG, will reinitiate efforts before the U.S. FDA.  To
properly prepare for those efforts, MKG is working with regulatory, medical, and
legal experts in the U.S., some of which were involved in the Companys previous
efforts, and which have substantial experience with the U.S. FDA approval
process.  MKG believes that by gaining potential acceptance of the BDS
(government, medical opinion makers and distribution) in significant and heavily
populated countries such as China, India, the Philippines, Indonesia, and Mexico
and by supplementing the Companys prior clinical trials and R&D with
possible joint U.S.-Asia clinical trials in countries which population size
presents an ideal base for clinical trials, these efforts will help the
Companys future efforts before the U.S. FDA.  China, India, the
Philippines, Indonesia and Mexico represent a significant percentage of the
worlds female population.   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 (until the MKG Acquisition) and by MKG (after the MKG
Acquisition).  At March 31, 2008, we
had a working capital deficiency of $7,714,189.   14      Our
total assets were $26,257 at March 31, 2008. There were no cash and cash
equivalents at March 31, 2008.  For the three months ended March 31, 2008,
there was a decrease in cash and cash equivalents of $13,328, from $13,328 as of
December 31, 2007.  Operating
Activities  During the three
months ended March 31, 2008, we had a net loss of $231,268, compared to $193,355
for the three months ended March 31, 2007, an increase of $37,913 or 19.6%.
During the three months ended March 31, 2008, our net cash used in operating
activities was $185,767, compared to $68,183 for the three months ended March
31, 2007, an increase of $117,584 or 172.5%. The increase was primarily due to
the Companys efforts and expenses to distribute and manufacture overseas and a
decrease in amounts owed to affiliates. During the three
months ended March 31, 2008, accounts payable and accrued expenses decreased to
$1,807,703, from $1,833,002 at December 31, 2007, a decrease of $25,299 or 1.4%.  During the three
months ended March 31, 2008, we had depreciation and amortization in connection
with operating activities of $348 compared to $469 for the three months ended
March 31, 2007, a decrease of $121.  Investing
Activities  There were no
investing activities ended March 31, 2008 and March 31, 2007.  Financing
Activities  During the three
months ended March 31, 2008, we had net cash provided by financing activities of
$172,441, compared to $65,855 for the three months ended March 31, 2007.
 During the three months ended March 31, 2008, we had proceeds from stock
subscription of $100,000. There were no stock subscriptions for the three months
ended March 31, 2007. During the three months ended March 31, 2008, we had
proceeds from issuance of notes payable of $18,373, compared to $207,694 for the
three months ended March 31, 2007.  During the three months ended March 31,
2008 we had an increase in advances of stockholder and related parties of
$54,068, compared to a decrease of $141,839 for the three months ended March 31,
2007.   During the three months ended March 31, 2008 and 2007 there
were no issuances of common stock, preferred stock, or common stock warrants nor
were there any common stock options or warrants exercised, other than the
aforementioned January 17, 2008 issuance of 9,994,550 shares of common stock and
12,300,000 shares of voting preferred stock of the Corporation to Mr. MacKay to
consummate the debt conversion in accordance with the Long Agreement as approved
by the Companys prior board and as re-ratified by the Companys current
board.  While we have raised
capital to meet our working capital and financing needs in the past, additional
financing is required in order to meet our current and projected cash flow
deficits from operations and development.  We are seeking financing in the
form of equity in order to provide the necessary working capital.  We
currently have no commitments for financing.  There is no guarantee that we
will be successful in raising the funds required.  By adjusting its
operations and development to the level of capitalization, management believes
it has sufficient capital resources to meet projected cash flow deficits through
the next twelve months. However, if we are not successful in generating
sufficient liquidity from operations or in raising sufficient capital resources,
on terms acceptable to us, this could have a material adverse effect on our
business, results of operations, liquidity and financial condition.  The independent
auditors report on our December 31, 2007 financial statements states that our
recurring losses raise substantial doubts about our ability to continue as a
going concern.   15      RESULTS
OF OPERATIONS  Comparison of the
three month period ended March 31, 2008 with the three month period ended March 31,
2007.  There were no sales
and we did not incur any cost of sales in the fiscal quarter ended March 31,
2008. In the fiscal quarter ended March 31, 2007 we sold one device and 3 cases
of sensors to a Singaporean distributor. The gross proceeds were $24,950.
 The cost of goods sold was $3,132. A full provision has been recorded in
prior periods for inventory which impacted cost of sales for 2007.  The total operating
expenses for the three months ended March 31, 2008 and March 31, 2007 were
$88,377 and $83,662 respectively, thus representing an increase of $4,715 or
5.6%.  This increase is due primarily to consultants expenses in 2008.
Total operating expenses for these three months were related to selling, general
and administrative expenses. We did not incur any research and development
expenses or impairment to intangible assets in the fiscal quarters ending March
31, 2008 and 2007.  Net interest expense
for the three months ended March 31, 2008 and March 31, 2007, were $142,891 and
$131,511, representing an increase of $11,380 or 8.7%. The increase is a direct
result of increased debt in the first quarter of 2008.  There was no
amortization of shares issued to lenders and other finance costs for the three
months ended March 31, 2008 and March 31, 2007.  As a result of the
foregoing, we incurred a net loss of $231,268 for the three months ended March
31, 2008, compared to $193,355 for the three months ended March 31, 2007, an
increase of $37,913, or 19.6%.  PRODUCT RESEARCH
AND DEVELOPMENT  Material research and
development expenditures are expected during the next 12 months, as MKG as the
Companys master licensee and MKGs sublicensees proceed to distribute and
manufacture the BDS overseas, further develop the BDS, and reinitiate efforts
before the U.S. FDA.  Much of the expenses, with the exception of the
efforts before the U.S. FDA, will be borne on MKG as the master licensee or
MKGs sublicensees.  ACQUISITION OR
DISPOSITION OF PLANT AND EQUIPMENT  Overseas sales of the
current version of the BDS and sensors devises are expected to occur during the
next 12 months.  We had minimal orders in 2007.  We are also working
to manufacture more devices and sensors for prospective orders.  The
acquisition of significant property, plant or equipment is also expected during
the next 12 months, as MKG and its sublicensee proceed to distribute and
manufacture the BDS overseas.  Much of the expenses will be borne by MKG as
the master licensee or MKGs sublicensees.  NUMBER OF
EMPLOYEES  From our inception
through the MKG Acquisition on March 30, 2006, we relied on the services of
outside consultants and had two full time employees.  From the MKG
Acquisition to March 31, 2008, we relied on the services of MKG representatives
and outside consultants.  OFF-BALANCE SHEET
ARRANGEMENTS  None.     16      ITEM 3.    QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK  Not Applicable. ITEM 4T.   CONTROLS AND PROCEDURES  Our chief executive
officer and chief financial officer (the Certifying Officers) are responsible
for establishing and maintaining disclosure controls and procedures for our
company and our subsidiary. Such officers have concluded (based upon his
evaluation of these controls and procedures as of the end of the period covered
by this report) that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in this report is
accumulated and communicated to management, including our principal executive
officers as appropriate, to allow timely decisions regarding required
disclosure.  The Certifying
Officers have also indicated that there were no significant changes in our
internal controls or other factors that could significantly affect such controls
subsequent to the date of his evaluation, and there were no corrective actions
with regard to significant deficiencies and material weaknesses.  Our management,
including the Certifying Officers, do not expect that our disclosure controls or
our internal controls will prevent all error and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. In
addition, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of the
control. The design of any systems of controls also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Because of these inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.  CHANGES IN
INTERNAL CONTROL OVER FINANCIAL REPORTING  As required by Rule
13a-15(d), the Company's Chief Executive Officer and Chief Accounting 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 year ended
December 31, 2007, the Company concluded that the then current system of
disclosure controls and procedures needed improvement, partly due to the
transition to new management, facilities, and auditors. As a result of this
conclusion, the Company initiated changes in internal control. 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
feels this addition to the Company's Finance and Accounting team will improve
the quality of future period financial reporting.  PART
II. OTHER
INFORMATION  17       Item
1. Legal
Proceedings  We are currently 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 current proceeding concerning us
that a governmental authority may be contemplating.  Item 1A.
  Risk factors  The U.S. FDA has
Rejected Our Most Recent Submission for Approval of the Biofield Diagnostic
Device and Reclassified Our Device  In March 2004, we
submitted our application for clearance of our device, pursuant to the U.S.
FDA's 510(k) clearance procedure to KEMA for review prior to formal submission
to the U.S. FDA. KEMA subsequently recommended to the U.S. FDA that our
diagnostic device be approved.  In November 2004, we submitted our
application for formal submission to the U.S. FDA to approve our device.  In December 2004, the
U.S. FDA notified us that it had reclassified by statute the BDS into class III
(Pre-market Approval) pursuant to Section 513(f) of the Federal Food, Drug and
Cosmetic Act. As a result of the U.S. FDA's reclassification, we must, absent
any subsequent reclassification, obtain PMA approval prior to legally marketing
or distributing our device.  The basis of the U.S. FDA's decision was its
determination that the device is not "substantially equivalent to devices
marketed in U.S. interstate Commerce...." The U.S. FDA also informed us that
although a manufacturer whose device is found to be not substantially equivalent
to a predicate device can request the U.S. FDA to make a risk-based
classification for its device, the U.S. 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."  Had the FDA accepted
our submission for clearance, we would have been able to commence sales and
marketing efforts in the U.S. immediately.  However, on March 4, 2005, we
were notified by the U.S. 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 pre-market approval.  Consequently, there can be no assurance
that we will ever obtain FDA clearance for the BDS. At a minimum, we will likely
experience significant additional expense and time in order to obtain clearance
for our device from the FDA.  As stated above, at
the same time it is proceeding to distribute and manufacture the BDS in foreign
countries, which are subject to different regulatory requirements than those of
the U.S. FDA, the Company under MKG is concurrently working with regulatory,
medical, clinical, legal and technical experts to reinitiate the Companys
efforts before the U.S. FDA. The Company under MKG is prepared, and is working
with regulatory, medical, and clinical experts in the U.S. and abroad, to
proceed ahead to obtain PMA approval.  It is still assessing however its
options to reclassify its device. Given the interest it has generated with
government and medical representatives overseas, the prospect of joint Asia-U.S.
clinical trials and the number of potential clinical subjects in heavily
populated countries in Asia, the Company believes that its initiatives overseas
will help it when it resubmits before the U.S. FDA.  There can be no
reasonable assurance that the Companys efforts to secure U.S. FDA approval will
be successful.  We Need to Obtain
Financing in Order to Continue Our Operations or We will Cease
Operations.  Prior to the March
30, 2006 MKG Acquisition, we virtually had no cash.  From December 2004 to
March 30, 2006, we survived on some funding we obtained from issuance of notes,
sale of our shares abroad and advances made by Dr. Long and his affiliates.
 As of March 30, 2006, the Company owed Dr. Long and his affiliates
approximately $4.3 million.  We were unable to repay the $1 million of 12%
promissory notes which we issued in a private  18      placement
in December 2003 and January and February 2004, when it became due on December
31, 2004. The $329,000 private placement notes and the $50,000 note to our
placement agent, both due on May 31, 2005, also remain unpaid.  All the
notes will bear interest (until paid) at 1.5% per month after the due dates.
Prior to the MKG Acquisition, we had been seeking long-term financing through
investment banking channels for over four years, but have not yet been
successful in obtaining adequate financing.  We stated in our 2005 Form
10-KSB that unless such resources timely become available, we will be compelled
to cease operations.  The situation did not
materially change in 2007 nor 2006, as the Company, under MKG, was focused on,
among other things, the transition to new management and facilities.  In
2007, the Company worked with several of its major creditors on further debt
reduction after reducing the Companys debt by $2 million in 2006.  In
2007, the Company, under MKG, has begun to make arrangements overseas, including
China, India, the Philippines, Indonesia, and Mexico, which should generate
significant sales revenues, and which also has generated interest from certain
significant investors in the U.S. and abroad.  In 2006, the Company, under
MKG, relied on funding in the form of advances by MKG and the issuance of
certain notes.  There can be no reasonable assurances that the Companys
funding/ sales efforts will be successful.  We Anticipate
Significant Dilution of Our Current Stockholders in Obtaining Necessary
Funding  Our $1 million and
$329,000 private placements and our $50,000 note to our placement agent required
us to issue (in addition to $1.4 million of short-term notes) an aggregate of
approximately 6.9 million shares of our common stock.  We also issued 2.5
million shares to the holders of the notes under $1 million private placement
for not repaying the notes on December 31, 2004 and 897,500 shares when we
defaulted in payment of $329,000 and $50,000 notes on May 31, 2005.  Due to
our weak financial position, lack of operating history and inherent risk
attached with start-up projects, the cost of obtaining new finance will continue
to be very high, and if arrangements involve issuance of shares, the future
dilutions could be significant.  We Have a Limited
Operating History  We have had a limited
history of operations.  From our inception in October 1987 to the MKG
Acquisition, we have engaged principally in the development of our device, which
has not been approved for sale in the United States.  Consequently, we have
little experience in manufacturing, marketing and selling our products.
 Since the MKG Acquisition, the Company has utilized MKGs foreign
government, manufacturing, distribution, and industry relationships to proceed
to distribute the BDS overseas.  Moreover, the Company under MKG is working
with regulatory, medical, clinical and manufacturing experts in the U.S. and
abroad to distribute, manufacture and further develop the BDS.  There can
be no reasonable assurances, however, that such efforts will be successful.  We Expect to
Continue to Incur Significant Operating Losses Which Endangers our Viability as
a Going-Concern  Prior to the MKG
Acquisition, we had no established source of operating revenue and had incurred
net operating losses since our inception.  At December 31, 2005, we had an
accumulated deficit of approximately $72 million.  These losses have
resulted principally from costs incurred in research and development and
clinical trials and from general and administrative costs associated with our
operations.  Prior to the MKG Acquisition, we expected operating losses to
continue, mainly due to the anticipated expenses associated with the pre-market
approval process and proposed commercialization of our device, research and
development and marketing activities and administration costs. Our continuing
losses have caused our independent accountants to qualify their audit report
regarding our use of "going concern" basis of accounting in preparation of our
2006 consolidated financial statements.  The Company, under MKG, is now
focused on distributing the BDS overseas based on MKGs foreign government,
industry, and distribution relationships, which MKG believes will not only
generate significant revenues and potentially bring in investment, but will also
work with MKG and the Company to further develop the BDS, including with respect
to clinical trials and research and development. There can be no reasonable
assurances, however, that such efforts will be successful.  Our Business May
Never Become Profitable  19       Prior to the MKG
Acquisition, our ability to achieve profitability will depend, in substantial
part, on our ability to obtain regulatory approvals in the U.S. for our device,
and to develop the capacity to successfully manufacture and market our device
within a reasonable time.  Prior to the MKG Acquisition, we could not
assure you when, or if, we will receive required regulatory approvals to
manufacture and market our device.  Accordingly, prior to the MKG
Acquisition, the extent of future losses and the time required to achieve
profitability, were highly uncertain.  The Company, under MKG, is
proceeding to distribute the BDS overseas and is working with government
representatives and regulatory, clinical and medical experts in the U.S. and
Asia to timely secure the appropriate regulatory approvals for the applicable
countries.  There can be no reasonable assurances that such efforts will be
successful.  Our Cash Flow
Problems Have Caused Us to be Delinquent in Payments to Vendors and Other
Creditors  Since 1998, our lack
of financial resources has caused us to delay payment of our obligations as they
became due in the ordinary course of our business.  Such delays have
damaged some of our vendor and professional relationships, and have caused us to
incur additional expenses in the payment of late charges and penalties.  As
of March 31, 2008, we had a working capital deficiency of $7.7 million and
accounts payable, primarily to service providers and vendors, aggregating
approximately $1.4 million, substantially all of which are past due. These
amounts have increased since March 31, 2007. At March 31, 2008, we also owed our
former employees approximately $117,245, after issuance of 1,000,000 shares of
our Common Stock to reduce the debt. While it was consumed for most of 2006 in
the transition to new management and facilities, the Company, under MKG, worked
to reduce its debt with several of the major creditors and in 2007 the accounts
payable increased slightly, by approximately $92,000.  There can be no
reasonable assurances that its efforts to further resolve debt will be
successful.  We Will Require
Significant Additional Capital to Continue Operations Which May Not be
Available  Prior to the MKG
Acquisition, we expected that we would need significant additional funding to
complete all the steps necessary to receive approval from the FDA, for operating
expenses and for our marketing program.  Moreover, our fixed commitments,
including salaries and fees for current employees and consultants, rent,
payments under license agreements and other contractual commitments, including
commitments to previous service providers and others which are contingent upon
improvement in our cash position and have been extended until some indefinite
future time, are substantial and are likely to increase.  Prior to the MKG
Acquisition, we did not expect to generate positive cash flow for at least
several years, if at all, as revenues, initially, are unlikely to cover funds
required for operating expenses, including the expected cost of commercializing
our device.  Prior to the MKG Acquisition. We could not assure you that
additional financing would be available when needed or, if available, would be
available on acceptable terms.  Since 2001 to the MKG Acquisition,
insufficient funds have prevented us from implementing our business strategy and
have required us to delay, scale back or eliminate certain activities.
 Since the MKG Acquisition, the Company under MKG has garnered significant
interest overseas for the BDS and is proceeding to generate sales overseas and
to secure funding here and abroad.  There can be no reasonable assurances
that such efforts will be successful.  We May Never be
Able to Bring Our Device to Market or Sustain Its Sales After Regulatory
Approval  Our device faces a
high degree of uncertainty, including the following:  We may  not be
able  to  obtain  United  States  regulatory
 approval. Obtaining regulatory approval may take significantly more time
and cost significantly more money than anticipated.  Lack of United States
regulatory approval has significantly affected our ability to sell our device
outside of the United States. We may not be able to
produce our device in commercial quantities at reasonable cost. We may not be able to
successfully market our device or find an appropriate corporate  partner,
if  necessary, to assist us in the marketing of our device. Our device may
not gain satisfactory market acceptance. Our device may be superseded by another
product commercialized for the same use or may infringe patents issued to
others, which would prevent us from marketing and selling our device.  20      after
approval, our device may be recalled or withdrawn at any time as a result of
regulatory  issues, including those concerning safety and efficacy.  If we are unable to
successfully market our device or sustain its sales, our business, financial
condition and results of operations will be significantly and adversely
affected.  The Company, under
MKG, is proceeding to distribute the BDS overseas and has cultivated significant
foreign government, medical, distribution, regulatory, and manufacturing
relationship, which it believes will help reinitiate its efforts before the U.S.
FDA.  Among its foreign initiatives, MKG is working with significant
government, medical, distribution and industry entities overseas to market,
distribute, and promote the BDS.  The interest generated so far overseas
has been significant.  The Company, under MKG, is also working with
regulatory, manufacturing, clinical and technical experts in the U.S. and
overseas to manufacture the BDS in the U.S., China, and Mexico, among other
countries, at comparable manufacturing costs and at the appropriate quality
assurance levels.  There can be no reasonable assurances that such efforts
will be successful.  We are Currently
Dependent on a Single Product Which Has Not Yet Been Commercialized  We intend to develop
additional applications for our device, based on its core technology, none of
these applications is expected to result in a commercial product for at least
several years, if at all.  Consequently, until such time, if at all, as our
device is approved for commercial distribution in the United States, limited
distribution of our device overseas will account for substantially all of our
revenues, if any.  The Company, under MKG, is proceeding to distribute the
BDS overseas and is working with foreign government, medical, and other experts
to develop the BDS for additional applications such as screening and diagnosis
of other cancers.  Moreover, the Company, under MKG, is working to acquire
the rights to other medical technologies.  There can be no reasonable
assurances that such efforts will be successful.  Our Contract
Manufacturers May be Unable to Produce Commercial Quantities of Our
Products  Our current contract
manufacturer for our device has not yet completed the redesign of a new version
of our device due to our delay in payment for its redesign services and has not
yet manufactured our device. We cannot assure you that it will complete its
redesign services or be able to manufacture in volume, when, or if, the need
may arise. If this situation occurs, our business could be significantly and
adversely affected.  Given the interest generated overseas, the Company,
under MKG, is considering many options with regard to manufacture, both in the
U.S. and overseas, including China, India, and Mexico.  There can be no
reasonable assurances that such efforts will be successful.  If Our Single
Source Suppliers are Unable to Deliver, Our Business Would Suffer  For certain services
and components, we currently rely on single suppliers. If we encounter delays or
difficulties with our third-party suppliers in producing, packaging or
distributing our device and its components, market introduction and subsequent
sales would be significantly adversely affected. If we are required to
rely on alternative  sources of supply,  we cannot assure you that
 we will be able to  enter into alternative supply arrangements at
commercially acceptable rates, if at all. If we are unable to obtain or retain
qualified suppliers and contract manufacturers on commercially acceptable terms,
we will not be able to commercialize our device as planned.  Our dependence
upon third parties for the manufacture and supply of our device and components
may significantly and adversely affect our ability to attain profitability and
our ability to manufacture and deliver our device on a timely and competitive
basis.  We May Not be Able
to Apply Our Technology to Other Uses and Products  We cannot assure you
that our technology will be approved and accepted for breast cancer screening or
for the detection of other cancers.  Furthermore, we also cannot assure
you, even if we can develop any new products or  21      uses
for our current device that such products or uses would be approved by the FDA
or by any comparable foreign regulatory bodies, or would be commercially
viable.  We May Not Be Able
to Obtain Government Regulatory Approval to Market and Sell Our Products  Regulation by
governmental authorities in the United States will be a significant factor in
the manufacture and marketing of our products, as well as our research and
development activities.  All of our proposed products will require
regulatory approval by governmental agencies before commercialization and our
products must undergo rigorous pre-clinical and clinical testing and other
pre-market approval procedures prescribed by the FDA. Various federal and, in
some cases, state statutes and regulations also govern or influence the
manufacturing, safety, labeling, storage, record keeping and marketing of
medical devices.  The lengthy process of seeking these approvals, and the
subsequent compliance with applicable statutes and regulations, will require us
to expend substantial resources.  If we fail to obtain or are otherwise
substantially delayed in obtaining regulatory approvals, our business and
operations could be significantly and adversely affected.  The regulation
of medical devices, particularly in Europe, continues to develop and we cannot
assure that, as new laws and regulations are adopted, these actions will not
have an adverse effect on us.  Our Device Will Be
Subject to Continuing Review by the FDA Which Could Impact On Our Ability to
Sell It in the Future  Any changes to our
device or the manner in which it is used after it is approved will require
additional approval by the FDA. Our failure to receive approval of such a change
on a timely basis, or at all, would have a significant adverse effect on our
business.  A Failure of Our
Contract Manufacturers to Comply with FDA Regulations Would Impact on Our
Ability to Sell Our Device  We cannot assure that
our manufacturers will be in compliance with the FDA's quality system
regulations and good manufacturing practices, when the FDA inspects them, or
that they will continue to maintain this compliance. A failure to maintain
compliance could significantly delay approval of our pre-market application to
the FDA for our device or prevent us from marketing it if we obtain this
approval, and would have a significant adverse effect on our business.  If Foreign
Regulatory Approvals are Withdrawn, Our Business Will Suffer  We cannot assure you
that the foreign regulatory approvals that we have received, which allow us to
sell the prior version of our device in certain foreign countries, will not be
withdrawn or that our redesigned device, when completed, will receive regulatory
approval. Our failure to continue to maintain these approvals or to obtain any
additional foreign approvals could have a significant adverse effect on our
business.  Changes to Health
Care Reimbursement Regulations and Practices Could Adversely Affect Us  Our ability to
successfully commercialize our products will depend, in part, on the extent to
which reimbursement for the cost of our products and related treatment will be
available from government health administration authorities, private health
insurers and other organizations.  These third-party payers are
increasingly challenging the price of medical products and services.  Several proposals
have been made that may lead to a government-directed national health care
system.  Adoption of this type of system could further limit reimbursement
for medical products, and we cannot assure you that adequate third-party
coverage will be available to enable us to establish, and then maintain, price
levels sufficient to generate reasonable profit. In addition, we also cannot
assure you that the U.S. government or foreign governments will not implement a
system of price controls.  Any change in the existing system might
significantly affect our ability to market our products profitably.  22       Health Care
Insurers May Not Reimburse for the Use of Our Products  Governmental health
authorities, private health insurers and other organizations may not approve the
cost for the use of our device as an authorized medical expenditure under their
programs, which would severely restrict the marketability of our device.  Certain Foreign
Governments May Not Give Reimbursement Code for Our Device  Government health
authorities, especially in the countries where most of the reimbursements flow
through government agencies, may not provide us with a reimbursement code, which
is required for claiming the cost for the use of our device from government
agencies.  If we are unable to obtain such reimbursement codes in major
markets, marketability of our device may be severely restricted.  We Expect to
Encounter Difficulty in Hiring Required Personnel and the Loss of any Key
Personnel Could Adversely Affect our Operations  As a small medical
technology company, we are heavily dependent upon the talents of key personnel.
 Due to lack of funding, we were unable to hire permanent employees.
 We use services of some of the ex-employees as consultants when we have
the cash and if they are available to perform the required services.
 Competition for qualified personnel in the medical device and
biotechnology industries is intense and we do not know if we will be successful
in our recruitment efforts.  If we are unable to attract, and then retain,
qualified personnel, our operations will be significantly adversely affected.
 Given the interest MKG has generated overseas, the Company, under MKG, is
working with experts in the U.S. and overseas on distributing, manufacturing and
further developing the BDS (clinically and technically).  There can be no
reasonable assurances that such efforts will be successful.  Our Results of
Operations May Suffer if Foreign Trade is Restricted or Foreign Regulations are
Modified  Until we receive
approval from the FDA to market our device in the United States, our revenues,
if any, will be derived from international sales. A significant portion of our
revenues, therefore, may be subject to the risks associated with international
sales, including foreign regulatory requirements, economic or political
instability, shipping delays, fluctuations in foreign currency exchange rates
and various trade restrictions, all of which could have a significant impact on
our ability to deliver products on a competitive and timely basis and our
ability to achieve profitable operations.  Future impositions of, or
significant increases in the level of, customs duties, export quotas or other
trade restrictions could have a significant adverse effect on our business.  We Face
Substantial Competition in the Medical Technology Field and May Not be Able to
Successfully Compete  The medical
technology industry is highly competitive, particularly in the area of cancer
screening and diagnostic products. We are likely to encounter significant
competition with respect to our device, as well as any other products that we
may develop.  A number of companies are engaged in the same field as us,
and many of these companies have significantly greater financial, technical and
marketing resources than us. In addition, many of these companies may have more
established positions in the industry and may be better equipped than us to
develop, refine and market their products.  Our inability to successfully
compete in the industry would have a significant adverse effect on our
business.  Our Device May be
Rendered Obsolete by Rapid Technological Changes  Methods for the
detection of cancer are subject to rapid technological innovation and we cannot
assure you that technological changes will not render our device obsolete.
 Likewise, we cannot assure you that the development of new types of
diagnostic medical equipment or technology will not have a significant adverse effect on the
 marketability of our device.  Commercial availability of any new
product could render our device obsolete, which would have a significant adverse
effect on our business.  23       Product Liability
Claims in Excess of the Amount of Our Insurance Could Significantly Affect Our
Financial Condition  Our business exposes
us to potential product liability risks, which are inherent in the testing,
manufacturing and marketing of cancer detection products. Significant
litigation, none of which has involved us, has occurred in the past based on
allegations of false negative diagnoses of cancer.  While our device does
not purport to diagnose any patient, we cannot assure you that we will not be
subjected to future claims and potential liability. We cannot assure you that
claims against us arising with respect to our device will be successfully
defended or that any insurance which we then carry will be sufficient to cover
liabilities arising from these claims.  A successful claim against us in
excess of any insurance coverage, which we may have, would, in most instances,
deplete our assets and have a significant adverse effect on our business.
 Furthermore, we cannot assure that we will be able to obtain or maintain
liability insurance on acceptable terms.  Our Contract
Manufacturers Use Potentially Hazardous Materials, the Replacement of Which
Could Affect Our Costs  Although we do not
manufacture any of our products, we understand that various cleaning solvents,
used in connection with the contract manufacture of our products, may contain
potentially hazardous materials.  As a result, our contract manufacturers,
in the future, could become subject to stringent federal, state and local laws,
rules, regulations and policies governing the use, generation, manufacture,
storage, air emission, effluent discharge, handling and disposal of these
materials.  We cannot assure you that we will not incur significant future
price increases imposed by our contract manufacturers to comply with
environmental laws, rules, regulations and policies, or that our business will
not be significantly and adversely affected by current or future environmental
laws, rules, regulations and policies or by any releases or discharges of
hazardous materials.  If We are Unable
to Protect Our Intellectual Property Rights, We Could Lose Our Competitive
Advantage  Our commercial
success will be dependent upon proprietary rights that we own or license.
 We cannot assure you that any of our patents will not be invalidated or
that our patents will provide us protection that has commercial significance.
Litigation may be necessary to protect our patent positions, which could be
costly and time consuming.  If any of our key patents that we own or
license is invalidated, our business may be significantly adversely affected. In
addition, other companies may have trade secrets or may independently develop
know-how or obtain access to our trade secrets, know-how or proprietary
technology, which could significantly and adversely affect our business.  We Do Not Have the
Financial Resources to Enforce and Defend All of Our Intellectual Property
Rights  The actions, which we
may take to protect our intellectual property, may not be adequate to deter
misappropriation of this property. We currently do not have adequate financial
resources required to enforce, through litigation, our intellectual property
rights.  In addition, litigation could result in a substantial diversion
of managerial time and resources, which could adversely affect our business.  Our Device May
Infringe Third Party Intellectual Property Rights  Other companies may
have obtained other proprietary rights to technology that may be potentially
useful to us. It is possible that a third party could successfully claim that
our device or its components infringe on its intellectual property rights.
 If this were to occur, we may be subject to substantial damages, and we
may not be able to obtain appropriate licenses at a cost that we could afford
and we may not have the ability to timely redesign our device. If we are
required to pay material damages or are unable to obtain these rights or are
unable to successfully redesign our device at a reasonable cost, our business
could be significantly and adversely affected.  Our Stock Price
has Been Volatile  24       The price of our
common stock has fluctuated substantially since our initial public offering in
1996.  The market price for our common stock, like that of the common stock
of many other medical device companies, is likely to continue to be highly
volatile.  Our Principal
Stockholder Can Control Most Matters Requiring Approval by Our
Stockholders  On March 30, 2006,
the Long Group entered into three agreements with MKG.  The agreements
provide, among other things, that MKG or its designee will hold a controlling
interest in the Company. As a result, MKG and/or MKGs designee has significant
influence on the nomination and election of our directors, our policies and the
outcome of all important matters that are subject to the vote of our
stockholders.  This concentration of ownership, among other things, also
may increase our difficulty in raising necessary financing.  We Lack
Independent Directors  We cannot assure you
that our Board of Directors will have independent directors.  Our previous
independent directors resigned in December 2002 due, among other things, to our
potential inability to maintain directors' and officers' liability insurance and
to our financial inability to continue to assure that we will operate as a going
concern.  In the absence of a majority of independent directors, our
current three-member Board of Directors could establish policies and enter into
transactions without independent review. This could present the potential for a
conflict of interest between us and our stockholders, and increases our
difficulty in raising necessary financing.  In addition, we cannot
establish an audit committee or compensation committee without independent
directors, which could prohibit us from listing our shares of common stock for
trading on a recognized national securities exchange or on any electronic
exchange regulated by NASDAQ.  The Company, under MKG, intends to
restructure its board to bring in independent directors as to preserve or
prepare for future potential listing opportunities.  There can be no
reasonable assurances that such efforts will be successful.  We May Issue
Preferred Stock  Our Board of
Directors has the authority to issue up to 12,300,000 shares of preferred stock
and to determine the price, rights, preferences, conversion and other privileges
and restrictions, including voting rights, of those shares without any vote or
action by our common stockholders.  The rights of the holders of the common
stock will be subject to, and could be materially adversely affected by, the
rights of the holders of any preferred stock that may be issued in the future.
 The issuance of preferred stock, while providing flexibility in connection
with corporate purposes, could have the effect of delaying, deferring or
preventing a change in control, discouraging tender offers for the common stock,
and materially adversely affecting the voting rights and market price of the
common stock.  On January 17, 2008, the Corporation issued 12,300,000
shares of voting preferred stock of the Corporation to Mr. MacKay to consummate
the conversion of the Converted Debt.  Each share of voting preferred stock
entitles the holder thereto to two (2) votes. See the Companys Form 8-K filed
January 23, 2008.  Our Stockholders
Could be Adversely Affected by the Anti-Takeover Effects of Delaware Law  We are subject to the
provisions of Section 203 of the General Corporation Law of the State of
Delaware.  In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person becomes an interested stockholder, unless the business
combination is approved in a prescribed manner or unless the interested
stockholder acquires at least 85% of the corporation's voting stock (excluding
shares held by certain designated stockholders) in the transaction in which it
becomes an interested  stockholder.  A "business combination" includes
mergers, asset sales and other transactions resulting in a financial benefit to
the interested stockholder.  Subject to certain exceptions, an
 "interested stockholder" is a person who, together with affiliates and
associates, owns, or within the previous three years did own, 15% or more of the
corporation's voting stock.  This provision of the Delaware law could delay
and make more difficult a business combination, even if the business  25      combination
would be beneficial to the interests of our stockholders, and also could limit
the price certain investors might be willing to pay for shares of our common
stock.  We Do Not Expect
that We Will Pay Dividends  We have never
declared or paid any cash dividends on our capital stock and do not intend to
pay any cash dividends in the foreseeable future.  Our Obligation to
Maintain the Registration of Shares of Our Common Stock for Two Years Will be
Costly and May Lower the Market Price of Our Common Stock.  We are required to
maintain the effectiveness of the registration statement of the shares issued in
our $1 million and $329,000 private placements for two years from the date of
effectiveness.  The cost of maintaining such effectiveness will affect the
availability of funds for our business operations. Furthermore, sales of
these registered shares of common stock in the public market, or the perception
that these sales could occur, could adversely affect the trading price of our
common stock and could impair our ability to raise funding through an offering
of our equity securities.  If We Fail to
Remain Current on Our Reporting Requirements, We Could be Removed from the OTC
Bulletin Board, We Could be Investigated by the SEC or We Could Incur Liability
to Our Shareholders.  Companies trading on
the OTC Bulletin Board, such as us, must be reporting issuers under Section 12
of the Securities Exchange Act of 1934, as amended, and must be current in their
reports under Section 13, in order to maintain price quotation privileges on the
OTC Bulletin Board. If we fail to remain current on our reporting requirements,
we could be removed from the OTC Bulletin Board. As a result, the market
liquidity for our securities could be severely adversely affected by limiting
the ability of broker-dealers to sell our securities and the ability of
stockholders to sell their securities in the secondary market. Failure to remain
current in our reporting obligations might also subject us to SEC investigation
or private rights of action by our shareholders.  Our Common Stock
is Subject to the "Penny Stock" Rules of the SEC and the Trading Market in Our
Securities is Limited, Which Makes Transactions in Our Stock Cumbersome and May
Reduce the Value of an Investment in Our Stock.  The Securities and
Exchange Commission has adopted Rule 15g-9 which establishes the definition of a
"penny stock," for the purposes relevant to us, as any equity security that has
a market price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions.  For any transaction
involving a penny stock, unless exempt, the rules require:  that a broker or
dealer approve a person's account for transactions in penny stocks; and the broker or
dealer receive from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased.  In order to approve a
person's account for transactions in penny stocks, the broker or dealer
must:  obtain financial
 information and investment  experience objectives of the person;
and make a reasonable
determination that the transactions in penny stocks are suitable for that person
and the person has sufficient  knowledge and experience in financial
 matters to be capable of evaluating the risks of transactions in penny
stocks.  The broker or dealer
must also deliver, prior to any transaction in a penny stock, a disclosure
schedule prescribed by the Commission relating to the penny stock market, which,
in highlight form:  sets  forth
 the  basis  on  which  the  broker  or
 dealer  made  the suitability determination; and  26      that
the broker or dealer received a signed,  written  agreement from the
investor prior to the transaction.  Generally, brokers
may be less willing to execute transactions in securities subject to the "penny
stock" rules.  This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our stock.  Disclosure also has
to be made about the risks of investing in penny stocks in both public offerings
and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions.  Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.  Stock Issued by
the Company is Subject to Rule 144 of the Securities Act of 1933  Stock issued by the
Company is subject to Rule 144 of the Securities Act of 1933 and the
restrictions therein.  In addition to the
above risk factors set forth in the Companys Form 10-KSB for fiscal year ending
December 31, 2007, additional risk factors may arise as a result of new
managements focus on distributing and manufacturing the BDS overseas,
especially in China.  These include risks associated with the political and
economic environment, foreign currency exchange and the legal system in foreign
countries. The economy of China and other foreign countries differs
significantly from the economies of the western industrialized nations in such
respects as structure, level of development, growth rate, capital
  reinvestment, repatriation, resource allocation, self-sufficiency,
rate of inflation and balance of payment positions, among others. While certain
foreign governments such as China have enacted laws encouraging foreign
investment, it remains to be seen how uniformly they will be enforced and
interpreted. As to China, a major
focus of the Company, under MKG, the Chinese economy has experienced significant
growth in the past several years, but such growth has been uneven among various
sectors of the economy and geographic regions.  Such development and growth
may present risks to entities operating in China.  Because of the
challenges created by such growth, the Chinese government has indicated and
taken certain steps to control such growth and address such challenges. Actions
by Chinese government to control inflation, for example, have restrained
economic expansion in the recent past across several industrial sectors.
 Similar and continued actions by the Chinese government in the future
could have a significant adverse effect on domestic economic condition in China.
There can be no reasonable assurances that there will not be any changes
respecting Chinese government, economy, laws, and regulation which may adversely
affect the Company.   27      Item
2. Unregistered
Sale of Equity Securities and Use of Proceeds  None.  Item 3.
    Defaults Upon Senior Securities  None.  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
March 31, 2008, except for in connection with the 1 for 10 reverse stock split
discussed in Note 5 above.   Item
5. Other
information  Not applicable.  Item
6. Exhibits
and Reports on Form 8-K  Exhibits  Exhibit (31) Rule
13a-14(a)/15d-14(a) Certification by Michael J. Antonoplos (Chief Executive
Officer and Chief Accounting Officer)  Exhibit (32) Section
1350 Certification by Michael J. Antonoplos (Chief Executive Officer and Chief
Accounting Officer)  28        SIGNATURES  In accordance with
the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, there unto duly authorized.   BIOFIELD
CORP.        Date:
 May 15, 2008 By: /s/
Michael J. Antonoplos  Michael
J. Antonoplos Chief
Executive Officer and Chief Accounting Officer      29