SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

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



                         Commission file number: 0-27848


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


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


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

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


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

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

            26,079,972 shares of common stock as of November 5, 2003.


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

                                 BIOFIELD CORP.

                                   FORM 10-QSB

                                      INDEX


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

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets as of September 30, 2003 and
         December 31, 2002 (unaudited)                                    3

         Consolidated Statements of Operations for the three and
         nine months ended September 30, 2003 and 2002 and for the
         period October 16, 1987 (date of inception) through
         September 30, 2003 (unaudited)                                   4

         Consolidated Statements of Stockholders' Equity (Deficit)
         for the period October 16, 1987 (date of inception)
         through September 30, 2003 (unaudited)                           5

         Consolidated Statements of Cash Flows for the nine months
         ended September 30, 2003 and 2002 and for the period
         October 16, 1987 (date of inception) through September
         30, 2003 (unaudited)                                            10

         Notes to Unaudited Consolidated Financial Statements            12

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                             13

Item 3.  Controls and Procedures                                         18

PART II. OTHER INFORMATION

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


SIGNATURES                                                               19
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                          September 30,   December 31,
                                                          ------------    ------------
                                                                  2003            2002
<S>                                                       <C>             <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                      4,166           1,413
  Accounts receivable                                           71,000          71,000
  Inventories                                                   83,438          83,438
  Other current assets                                           4,232          34,017
                                                          ------------    ------------
      Total current assets                                     162,836         189,868

PROPERTY AND EQUIPMENT - Net                                    10,299          18,054
OTHER ASSETS                                                    22,753          22,753
PATENT AND PATENT APPLICATION - Net                            258,100         286,295
                                                          ------------    ------------
      TOTAL                                               $    453,988    $    516,970
                                                          ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                             915,057         896,018
  Accrued expenses                                             449,014         129,276
  Due to affiliates                                            309,020          68,314
  Line of credit borrowings                                  1,184,335       1,000,000
  Advances from stockholder                                  1,560,348       1,050,000
                                                          ------------    ------------
      Total current liabilities                              4,417,774       3,143,608

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

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred Stock, $.001 par value; authorized
    12,300,000 undesignated shares;
    no shares issued or outstanding
  Common Stock, $.001 par value; authorized 40,000,000
    shares; issued 28,386,103 at September 30, 2003 and
    27,592,354 December 31, 2002                                28,386          27,593
  Treasury stock - 2,306,131 shares                             (3,100)         (3,100)
  Additional paid-in capital                                61,246,247      60,976,790
  Accumulated deficit during development stage             (65,685,319)    (64,077,921)
                                                          ------------    ------------
      Total stockholders' equity (deficit)                  (4,413,786)     (3,076,638)
                                                          ------------    ------------
  TOTAL                                                   $    453,988    $    516,970
                                                          ============    ============
</TABLE>


See notes to unaudited consolidated financial statements.

                                        3
<PAGE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS
----------------------------------------------------------------------------------------------------------------------------
(unaudited)

                                               Three Months Ended               Nine Months Ended         Period October 16,
                                                  September 30,                   September 30,              1987 (Date of
                                          ----------------------------    ----------------------------    Inception) Through
                                              2003            2002            2003            2002        September 30, 2003
                                                                                                          ------------------

<S>                                       <C>             <C>             <C>             <C>             <C>
REVENUE                                             --          18,500              --         102,000         124,582
COST OF SALES
  Cost of goods sold                                --          11,241              --          65,394          75,447
  Loss on write down of inventory                   --         116,217              --         214,638         612,020
                                          ------------    ------------    ------------    ------------    ------------
GROSS PROFIT                                        --        (108,958)             --        (178,032)       (562,885)

OPERATING EXPENSES:
  Research and development                          --          55,798          41,125         336,607      40,481,589
  Selling, general, and administrative         548,417         552,818       1,283,086       1,532,796      26,366,263
  (Gain) on disposition of fixed assets             --              --              --              --          (8,084)
                                          ------------    ------------    ------------    ------------    ------------
    Total operating expenses                   548,417         608,616       1,324,211       1,869,403      66,839,768


OTHER INCOME (EXPENSE):
  Interest income                                   --              --              --              --       2,476,723
  Interest expense                            (150,355)         (9,723)       (324,149)        (44,349)       (855,830)
  Royalty income                                13,654           1,800          40,962          21,506         116,190
                                          ------------    ------------    ------------    ------------    ------------
    Net (expense) other income                (136,701)         (7,923)       (283,187)        (22,843)      1,737,083
                                          ------------    ------------    ------------    ------------    ------------
LOSS BEFORE INCOME TAXES                      (685,118)       (725,497)     (1,607,398)     (2,070,278)    (65,665,570)
PROVISION FOR INCOME TAXES                          --              --              --              --         (19,749)
                                          ------------    ------------    ------------    ------------    ------------
NET LOSS                                  $   (685,118)   $   (725,497)   $ (1,607,398)   $ (2,070,278)   $(65,685,319)
                                          ============    ============    ============    ============    ============

NET LOSS PER SHARE:
    Basic and Diluted                     $      (0.03)   $      (0.03)   $      (0.06)   $      (0.08)
                                          ============    ============    ============    ============

WEIGHTED-AVERAGE SHARES
    Basic and Diluted                       25,912,581      25,286,223      25,663,977      25,261,822
                                          ============    ============    ============    ============
</TABLE>


See notes to unaudited consolidated financial statements.

                                        4
<PAGE>

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

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


                                        5
<PAGE>

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

                                                                                                                        (Continued)
</TABLE>


                                        6
<PAGE>

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

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


                                        7
<PAGE>

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

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


See notes to consolidated financial statements.

                                        8
<PAGE>

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

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

Issuance of Common Stock for consulting
  services ($0.30 per share, net)                                                                                   50,000      50
Issuance of Common Stock for consulting
  services ($0.32 per share, net)                                                                                  468,749     469
Issuance of Common Stock for consulting
  services ($0.11 per share, net)                                                                                  275,000     275
Memorandum entry to record as expense for
  honorary services rendered by a shareholder
Net loss (unaudited)
Total comprehensive income (loss)(unaudited)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT SEPTEMBER 30, 2003                                  --      --        --     --          --      --  28,386,103 $28,387
                                                       ==========  ======  ========  =====  ==========  ======  ========== =======

</TABLE>


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

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

Issuance of Common Stock for consulting
  services ($0.30 per share, net)                            14,950                                          15,000
Issuance of Common Stock for consulting
  services ($0.32 per share, net)                           149,531                                         150,000
Issuance of Common Stock for consulting
  services ($0.11 per share, net)                            29,975                                          30,250
Memorandum entry to record as expense for
  honorary services rendered by a shareholder                75,000                                          75,000
Net loss (unaudited)                                                             (1,607,398)             (1,607,398)
Total comprehensive income (loss)(unaudited)                                                                         $ (1,607,398)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT SEPTEMBER 30, 2003                          $ 61,246,246   $(3,100) $(65,685,319)  $     --  $(4,413,786)
                                                       ============   =======  ============   ========  ===========

                                                                                                                      (Concluded)
</TABLE>


See notes to consolidated financial statements.

                                        9
<PAGE>

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

                                                                                       Nine Months Ended          Period October 16,
                                                                                         September 30,              1987 (Date of
                                                                                  ----------------------------    Inception) Through
                                                                                      2003            2002        September 30, 2003
                                                                                                                  ------------------

<S>                                                                               <C>             <C>               <C>
OPERATING ACTIVITIES
  Net loss                                                                        $ (1,607,398)   $ (2,070,278)     $(65,685,319)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                       35,950          36,189         2,661,507
    Amortization of premiums (discount) on short-term investments                                                        156,692
    Loss on disposal of property and equipment                                                                           194,102
    Loss on license and settlement agreements                                                                             49,026
    Loss on abandonment of patent applications                                                          12,983           303,234
    Vendor settlements                                                                                                   (77,257)
    Noncash compensation                                                                75,000          75,000         3,283,451
    Gain from disposition of fixed assets                                                                               (159,473)
    Interest paid in Common Stock                                                                                        297,148
    Conultancy fees  paid in Common Stock                                              195,250                           195,250
    Changes in assets and liabilities:
      Accounts receivable                                                                               28,203           (71,000)
      Inventories                                                                                      277,957           (83,438)
      Other current assets                                                              29,785                            (4,232)
      Other assets                                                                                                      (134,582)
      Due to affiliates                                                                240,706                           309,020
      Accounts payable and accrued expenses                                            338,777         345,061         1,320,454
                                                                                  ------------    ------------      ------------
        Net cash used in operating activities                                         (691,930)     (1,294,885)      (57,445,417)
                                                                                  ------------    ------------      ------------

INVESTING ACTIVITIES
  Acquisitions of property and equipment                                                                (8,679)       (2,605,407)
  Costs incurred for patents and patent applications                                                                    (782,527)
  Proceeds from sale of property and equipment                                                                           294,748
  Purchases of short-term investments                                                                                (26,476,638)
  Proceeds from sale and maturity of short-term investments                                             86,432        26,406,378
                                                                                  ------------    ------------      ------------
        Net cash provided by (used in) investing activities                                 --          77,753        (3,163,446)
                                                                                  ------------    ------------      ------------

FINANCING ACTIVITIES
  Repayments of capitalized lease obligations                                                                            (82,234)
  Proceeds from issuance of Series A Preferred Stock - net                                                             8,413,490
  Proceeds from issuance of Series B Preferred Stock - net                                                             1,947,631
  Proceeds from issuance of Series C Preferred Stock - net                                                            11,980,771
  Proceeds from issuance of Common Stock and Common Stock warrants - net                                              33,023,206
  Proceeds from exercise of Common Stock options and Common Stock warrants                              15,686           298,546
  Proceeds from bank borrowings                                                        184,335         250,000         2,276,335
  Repayments of bank borrowings                                                                                       (1,092,000)
  Advances from stockholder and related party                                          510,348         950,000         1,560,348
  Repayments of advances from stockholder                                                                               (145,000)
  Repurchases of Common Stock held in treasury                                                                            (3,100)
  Proceeds from notes payable issued to stockholder and related party                                                  2,546,533
                                                                                  ------------    ------------      ------------
        Net cash provided by financing activities                                      694,683       1,215,686        60,724,526
                                                                                  ------------    ------------      ------------
    NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 2,753          (1,446)          115,663
    EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                        (111,497)

  CASH AND CASH EQUIVALENTS:
    BEGINNING OF PERIOD                                                                  1,413          25,121
                                                                                  ------------    ------------      ------------
    END OF PERIOD                                                                 $      4,166    $     23,675      $      4,166
                                                                                  ============    ============      ============

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

                                       10
<PAGE>

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

                                                                                       Nine Months Ended          Period October 16,
                                                                                         September 30,              1987 (Date of
                                                                                  ----------------------------    Inception) Through
                                                                                      2003            2002        September 30, 2003
                                                                                                                  ------------------

<S>                                                                               <C>             <C>               <C>
SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  Cash paid during the period for interest                                        $     38,984    $     44,617      $    554,761
                                                                                  ============    ============      ============

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

  At inception, the Company acquired the rights to a patent and assumed
    certain liabilities in exchange for 235,294 shares of Common Stock as
    follows:
      Fair value of patent acquired                                                                                 $    112,732
      Liabilities assumed                                                                                                112,432
                                                                                                                    ------------
      Issuance of Common Stock                                                                                      $        300
                                                                                                                    ============

  Pursuant to a license and settlement agreement with respect of an acquired
    patent (see above), the Company reacquired during the fiscal year ended
    March 31, 1991 its 235,294 shares of Common Stock issued in connection
    with the acquired patent, which was retired during the fiscal year ended
    March 31, 1992:
      Remaining carrying value of patent on date of license and settlement
      agreement                                                                                                     $     49,326
        Common Stock returned to the Company                                                                                 300
                                                                                                                    ------------
      Loss on Settlement                                                                                            $     49,026
                                                                                                                    ============

  During the fiscal year ended March 31, 1992, the Company exchanged 431,372
    shares of Common Stock for notes, debt and accrued interest payable to a
    principal stockholder:
      Notes payable                                                                                                 $     96,660
      Debt                                                                                                               854,873
      Accrued interest                                                                                                   297,148
                                                                                                                    ------------
      Issuance of Common Stock                                                                                      $  1,248,681
                                                                                                                    ============

  During the fiscal year ended March 31, 1994, the Company issued 222,222
    shares of Series A Preferred Stock in exchange for an aggregate of $1 million in
    notes payable to a principal stockholder and a former Director:
      Notes payable                                                                                                 $  1,000,000
                                                                                                                    ------------
      Issuance of Series A Preferred Stock                                                                          $  1,000,000
                                                                                                                    ============

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

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

                                       11
<PAGE>

BIOFIELD CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.  GOING CONCERN BASIS OF ACCOUNTING - As shown in the accompanying financial
statements, Biofield Corp. (the "Company") continues to incur significant
losses. As of September 30, 2003, the Company's current liabilities exceeded its
current assets by $4.3 million and its total liabilities exceeded its total
assets by $4.4 million.

During 2002, the Company financed its operations almost entirely with $1,750,000
of borrowings obtained from, or with the assistance of, Dr. David M. Long, Jr.,
M.D., Ph.D., its Chairman, Chief Executive Officer and principal stockholder
("Dr. Long"), and certain of his affiliates.

In the first quarter of 2003, the Company instituted a cost reduction program
that included lowering salaries of its six then current employees and some of
its consultants, minimizing use of outside consultants, arranging with its
employees and a consultant to accept options to acquire the Company's Common
Stock for a portion of their services, and limiting its marketing activities. In
January 2003, Dr. Long advanced $475,000 to enable the Company to meet its then
projected minimum financial requirements through March 31, 2003. Commencing
April 16, 2003, the Company has not been able to meet its current payroll
commitments. All six employees, except one, have continued to support and serve
the Company and have agreed to the deferment of the payment of the salary due to
them, payable with 100% interest thereon, until the receipt of the proceeds from
the new funding which the management is currently sourcing. The Company has also
granted 514,227 stock options at exercise price of $0.33 per option, the closing
market price of the Company's share on the date of the grant, in lieu of the
reduction in remuneration accepted by them during the first four months of 2003.

In June 2003, the Company's line of credit was increased by $200,000 upon
additional securities provided by Dr. David Long and certain of his affiliates,
and a further advance of $35,000 was received from Dr. Long in the third quarter
of 2003. These funds were urgently needed and were utilized to make essential
payments, which could not be deferred.

Currently, the Company is negotiating on an offer it received to provide bridge
financing up to $700,000 on a best effort basis. If the Company successfully
concludes an agreement on this offer, the Company intends to use the proceeds
from this offer to finance the submission of its application to the FDA to
market its product in the US and to keep the Company operational for
approximately three to six months. The Company has also entered into an
agreement with an investment advisor to source long-term capital of
approximately $5 million needed to commercially market its product. The infusion
of the bridge financing and long-term capital is essential for the Company to
continue its operations.

These factors raise substantial doubt about the Company's ability to continue as
a going concern without immediate injection of additional capital. The
accompanying financial statements do not include any adjustments to the amounts
and classification of assets and liabilities that would result if the Company
were unable to continue as a going concern.

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

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the nine months and three months
ended September 30, 2003 are not necessarily indicative of the results that may
be expected for the year ended December 31, 2003. The unaudited condensed
consolidated financial statements should be read in conjunction with the
consolidated December 31, 2002 financial statements and footnotes thereto
included in the Company's Annual Report on SEC Form 10-KSB for the year ended
December 31, 2002.

                                       12
<PAGE>

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

4.  NET LOSS PER SHARE - The basic and diluted loss per share is computed based
on the weighted average number of common shares outstanding. Common equivalent
shares totaling 1,226,984 are not included in the share calculations since the
effect of their inclusion would be antidilutive.

5.  STOCK-BASED EMPLOYEE COMPENSATION - At September 30, 2003, the Company had
three stock-based employee compensation plans. The Company accounts for these
plans under the recognition and measurement principles of Accounting Principles
Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations. No stock-based employee compensation cost is reflected
in net income, as all options granted under these plans had an exercise price
equal to the market value of the underlying common stock on the date of grant.
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of SFAS No.
123, "Accounting for Stock-Based Compensation," to stock-based employee
compensation:


<TABLE>
<CAPTION>
                                         Three months ended               Nine months ended
                                      09/30/03        09/30/02        09/30/03        09/30/02
                                    ------------    ------------    ------------    ------------
<S>                                 <C>             <C>             <C>             <C>
Net loss, as reported               $   (685,118)   $   (725,497)   $ (1,607,398)   $ (2,070,278)
Add: Total stock-based
  employee compensation
  expense determined under
  fair value based method for
  all awards, net of related tax
  effects                                (22,798)         (2,114)       (132,546)         (6,342)
                                    ------------    ------------    ------------    ------------
Pro forma net loss                  $   (707,916)   $   (727,611)   $ (1,739,944)   $ (2,076,620)
                                    ============    ============    ============    ============

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

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

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

Overview

As a development stage company, we have incurred net losses, since inception
through September 30, 2003, of approximately $66 million. Our current
liabilities exceeded our current assets by approximately $4.3 million, and our
total liabilities exceeded our total assets by approximately $4.4 million. These
factors raise substantial doubt about our ability to continue our operations
without obtaining immediate long-term funding.

In 2001 and 2002, our major efforts were focused primarily in connection with
the actions necessary to seek FDA approval to sell our device in the United
States, to market our device in certain overseas markets, to redesign our
device, and to source funds for our future operating and capital needs. Despite
our efforts, we were unable to obtain adequate third party funding to pursue our

                                       13
<PAGE>

business goals or to cover our operating costs. As a result, Dr. David Long and
certain of his affiliates have funded our minimum operating cash requirements in
2002 and 2003.

In the first quarter of 2003, we instituted a cost reduction program that
included lowering salaries of our six then current employees, minimizing use of
outside consultants, arranging with our employees and one of the consultants to
accept options to acquire our common stock as compensation for a portion of
their services, and limiting our marketing activities. Dr. David Long and some
of his affiliates advanced $450,000 in January 2003. In June 2003, they provided
additional security to enable us to increase our bank line of credit by
$200,000, and further advanced $35,000 in the third quarter of 2003.

During the year, we issued 793,749 shares valued at $195,250 at an average price
of $0.25 to three investment banking firms and their managers for consultancy
work carried out by them relating to sourcing of new capital and future
strategies. In September 2003, we retained a reputable investment banking firm
to advise us in assessing our funding and strategic opportunities, and to
undertake sourcing $5 million funding.

Currently, we are negotiating on an offer we received to provide bridge
financing up to $700,000 on a best effort basis. If we successfully conclude an
agreement on this offer, we intend to use the proceeds from this offer to
finance the submission of our application to the FDA to market our product in
the US and to keep the Company operational for approximately three to six
months. We have also entered into an agreement with an investment advisor to
source long-term capital of approximately $5 million needed to commercially
market our product. The infusion of the bridge financing and long-term capital
is essential for us to continue our operations.

Liquidity and Capital Resources

We have financed our operations since inception almost entirely by the issuance
of equity securities, interest income on the then unutilized proceeds from these
issuances and, since June 2000 till November 2003, with loans made directly, or
guaranteed and collateralized, by Dr. David Long and certain of his affiliates.

At September 30, 2003, we had a working capital deficiency of $4,254,938, an
increase of $1,301,198 from December 31, 2002. Our cash and cash equivalents
were $4,166 at September 30, 2003, as compared to $1,413 at December 31, 2002.
At September 30, 2003 and December 31, 2002, we had inventory of $83,438 (net of
a valuation reserve of approximately $532,000). We believe that all items of
inventory are currently saleable at prices in excess of carrying cost.

During the nine months ended September 30, 2003, our operating activities
utilized $691,930 of net cash and our financing activities provided $694,683 of
net cash, which represented $510,348 advance made by Dr. David Long, and
$184,335 drawn against the bank line of credit, which was increased by $200,000
in the second quarter. We did not spend any cash on investment activities during
the nine months ended September 30, 2003. During the corresponding period in
2002, our operating activities utilized $1,294,885 of net cash, our investing
activities provided $77,753 of net cash from the release of cash in an escrow
account, and our financing activities provided $1,215,686 of net cash, mainly
from borrowing against the bank line of credit of $250,000 and advances of
$950,000 from Dr. David Long.

Since 2001, we have been seeking additional third-party funding. During such
time, we have retained five different investment banking firms to assist us in
locating available funding, and have had discussions with the management company
associated with an institutional holder of shares of our common stock to assist
us with such funding; however, we have not yet been successful in consummating a
private placement or in obtaining additional third-party funding. During such
period, Dr. David Long and certain of his affiliates have made funding available
to us to permit us to maintain certain minimum operations.

In November 2003, we secured a one-year bridging loan of $700,000. The cash from
this loan is expected to last up to the end of March 2004. Although we are
continuing, with the help of investment bankers, to seek long-term capital
needed to commercially market our device, we cannot be certain that we will be
successful in obtaining the funding in time or that the funding will be
adequate. As a result, it is possible that we will not have adequate funds when
needed to continue our operations. In such circumstances and due to our working

                                       14
<PAGE>

capital deficiency, we would be unable to pay our vendors, lenders and other
creditors, and the net realizable value of our non-current assets would not
generate adequate cash to fully liquidate all our remaining liabilities.

Until such time, if at all, as we receive adequate long-term funding, we have
and will continued to defer payments of all of our obligations which can be
deferred, which actions have and may in future result in some vendors demanding
advance payment for their goods and services and some vendors have and may in
future refuse to continue to do business with us. In the event we are successful
in obtaining new funding, we still do not expect to generate a positive cash
flow from our operations for at least several years, if at all.

Results of Operations

Comparison of the Unaudited Nine Months Ended September 30, 2003 (the "2003
Period") with the Unaudited Nine Months Ended September 30, 2002 (the "2002
Period")

During the 2003 Period we did not sell any products. During the 2002 Period, we
generated revenue of $102,000 from the sale of six Biofield Diagnostic Systems
to two of our distributors as demonstration units and from the sale of sensors.

No further write down of inventory was necessary in the 2003 Period, as full
provision already existed for the complete inventory of older version of devices
and sensors. For the 2002 Period, the loss on write down of inventory of
$214,638 represents charges for the increase in the inventory reserve for
potential losses to $376,287.

We incurred $41,125 of research and development expenses during the 2003 Period
compared to $336,607 in the 2002 Period. The decrease of $295,482, or 88%, is
due to slow down in activities relating to redesign of our device in the 2003
Period as the project reached the completion stage.

Selling, general and administrative expenses decreased by $249,710, or 16%, to
$1,283,086 in the 2003 Period, compared to $1,532,796 in the 2002 Period. The
decrease was largely attributable to the completion of the redesign project for
our device and due to the cost reduction program we initiated in the first
quarter of 2003. The expenses for the redesign of our device and the costs
related to personnel (employees and consultants) were lower by approximately
$280,000 (89%) and $360,000 (43%), respectively, compared to what we spent for
these line items in the 2002 Period. These savings in expenditure were partly
offset by an increase of approximately $228,000 (724%) in investment advisors'
fees and expenses in connected with our efforts to secure additional funding.
Out of the total expenditure for this item of approximately $260,000 in the 2003
Period, $195,250 payable to consultants and investment advisors was settled by
issuing 793,749 shares of our Common Stock at an average price of $0.25 per
share.

We had net interest expense of $324,149 in the 2003 Period, compared to $44,349
in the 2002 Period, an increase of $279,800, or 631%, due to increase in our
borrowings for our operations and accrual of a liability, in the 2003 Period, to
record interest amounting to $161,707 payable to employees on remuneration due
but not yet paid.

We had royalty income of $40,962 in the 2003 Period, compared to $21,506 in the
2002 Period, an increase of $19,456, or 90%.

As a result of the foregoing, we incurred a net loss of $1,607,398 in the 2003
Period, compared to a net loss of $2,070,278 in the 2002 Period, representing a
reduction of 22%.

                                       15
<PAGE>

Comparison of the Unaudited Three Months Ended September 30, 2003 (the "2003
Quarter") with the Unaudited Three Months Ended September 30, 2002 (the "2002
Quarter")

During the 2003 Quarter we did not sell any products. During the 2002 Quarter,
we generated revenue of $18,500 from the sale of one Biofield Diagnostic Systems
as demonstration units and from the sale of sensors to one of our distributors.

No further write down of inventory was necessary in the 2003 Quarter, as full
provision already existed for the complete inventory of older version of devices
and sensors. For the 2002 Quarter, the loss on write down of inventory of
$116,217 represents charges for the increase in the inventory reserve for
potential losses to $376,287.

We incurred no expenses for research and development expenses during the 2003
Quarter compared to $55,798 spent in the 2002 Quarter due to slow down in
activities relating to redesign of our device as the project reached the
completion stage.

Selling, general and administrative expenses decreased by $4,401, or 1%, to
$548,417 in the 2003 Quarter, compared to $552,818 in the 2002 Quarter. Major
decreases were largely attributable to the completion of the redesign project
for our device and due to the cost reduction program we initiated in the first
quarter of 2003. The expenses for the redesign of our device and the costs
related to personnel (employees and consultants) were lower by approximately
$83,000 (100%) and $224,000 (31%), respectively, compared to what we spent for
these line items in the 2002 Quarter. These savings in expenditure were partly
offset by an increase of approximately $209,000 (664%) in investment advisors'
fees and expenses in connected with our efforts to secure additional funding.
Out of the total expenditure for this item of approximately $241,000 in the 2003
Quarter, $195,250 due to consultants and investment advisors was settled by
issuing 793,749 shares of our Common Stock at an average price of $0.25 per
share.

We had net interest expense of $150,355 in the 2003 Quarter, compared to $9,723
in the 2002 Quarter, an increase of $140,632, or 1,446%, due to increase in our
borrowings for our operations and accrual of a liability, in the 2003 Quarter,
to record interest amounting to $91,608 payable to employees on remuneration due
but not yet paid.

We had royalty income of $13,654 in the 2003 Quarter, compared to $1,800 in the
2002 Quarter, an increase of $11,854, or 659%.

As a result of the foregoing, we incurred a net loss of $685,118 in the 2003
Quarter, compared to a net loss of $725,497 in the 2002 Quarter, representing a
reduction of 6%.

Application of Critical Accounting Policies

Impairment of long-lived assets

At September 30, 2003, we had $258,100 of capitalized patent costs. In assessing
the recoverability of our patents, we have made assumptions regarding estimated
future cash flows and other factors relating to the use of our patents to
determine the fair value of the respective assets. If our estimates or their
related assumptions change in the future, we may be required to record
additional charges for these assets not previously recorded. For the nine months
ended September 30, 2003 and September 30, 2002, we had patent amortization
expense of $28,195. Subsequent impairment losses, if any, will be reflected in
operating income in our statement of operations.

Valuation of deferred tax assets

In assessing the realizability of deferred tax assets, we have considered
whether it is more likely than not that some portion, or all, of deferred tax
assets will be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. At September 30, 2003 and
2002, we have made full provision for our deferred tax assets due to our
continued operating losses and inability to assess the likelihood of generating
sufficient future taxable income to realize such benefits. Substantially all of
our net operating loss carryforwards are subject to limitation and may expire
unutilized.

                                       16
<PAGE>

Inventory valuation reserves

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

Non-GAAP Financial Measures

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

New Accounting Pronouncements

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


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

In December 2002, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 148, "Accounting for Stock Based Compensation - Transition and
Disclosure- an Amendment of FASB Statement No. 123". SFAS No. 148 provides
alternative methods of transition for a voluntary charge to the fair value based
method of accounting for stock based employee compensation and amends certain
disclosure requirements of SFAS No. 123. The adoption of this pronouncement has
not had a material effect on the Company's consolidated financial position or
results of operations.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). FIN 45 requires that the guarantor
recognize, at the inception of certain guarantees, a liability for the fair
value of the obligation undertaken in issuing such a guarantee. FIN 45 also
requires additional disclosure about the guarantor's obligations under certain
guarantees that it has issued. The disclosure requirements of FIN 45 are
effective after December 15, 2002 and the initial recognition and measurement
provisions of this interpretation are applicable on a prospective basis to
guarantees issued or modified after December 30, 2002. The Company does not have

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<PAGE>

any material guarantees at September 30, 2003. The adoption of FIN 45 did not
have a material impact on the Company's consolidated financial position or
results of operations.

Special Note Regarding Forward-Looking Statements

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

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

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

          o    Failure to obtain expected results in our clinical trials.

          o    Technological obsolescence of our products.

          o    Changes in governmental regulations in our principal markets.

          o    Inability to generate significant market acceptance of our
               products.

          o    Failure to obtain customers for our products.

          o    Inability to manage our anticipated growth.

          o    Loss of our key employees.

          o    Changes in general economic and business conditions.

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

Item 3.  CONTROLS AND PROCEDURES

As of September 30, 2003, under the supervision and with the participation of
our management, including our chief executive officer and chief financial
officer, we have evaluated the effectiveness of the design and operation of our
disclosure controls and procedures. Based on their evaluation, our chief
executive officer and chief financial officer concluded that these controls and
procedures are effective in alerting them in a timely manner to material
information required to be disclosed by us in the reports that we file with the
SEC. There have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their evaluation.

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PART II. OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

     A.  Exhibits

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

              (1)  Certification by David M Long

              (2)  Certification by John D Stephens

         Exhibit (32) Section 1350 Certifications

              (1)  Certification by David M Long

              (2)  Certification by John D Stephens

     B.  Reports on Form 8-K

         None.



SIGNATURES

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

                                       BIOFIELD CORP.

Date: November 21, 2003                By: /s/ DAVID M. LONG
                                           -------------------------------------
                                           David M. Long, Jr., M.D., Ph.D.
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

Date: November 21, 2003                By: /s/ JOHN D. STEPHENS
                                           -------------------------------------
                                           John D. Stephens
                                           Senior Vice President and Chief
                                           Operating Officer (Principal
                                           Accounting and Financial Officer)

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