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, 2002


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



                         Commission file number: 0-27848


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


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


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

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


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

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

            25,286,223 shares of common stock as of October 31, 2002.


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, 2002 and
         December 31, 2001 (unaudited)                                    3

         Consolidated Statements of Operations for the three and
         nine months ended September 30, 2002 and 2001 and for the
         period October 16, 1987 (date of inception) through
         September 30, 2002 (unaudited)                                   4

         Consolidated Statements of Stockholders' Equity (Deficit)
         for the period October 16, 1987 (date of inception)
         through September 30, 2002 (unaudited)                           5

         Consolidated Statements of Cash Flows for the nine months
         ended September 30, 2002 and 2001 and for the period
         October 16, 1987 (date of inception) through September 30,
         2002 (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                                         17


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                18


SIGNATURES                                                               18



                                        2
<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,
                                                                 2002            2001

<S>                                                          <C>             <C>
ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                        23,675          25,121
  Restricted cash                                                      --          86,432
  Accounts Receivable                                              72,800          24,214
  Inventories                                                     262,318         540,275
  Other current assets                                             55,131         131,920
                                                             ------------    ------------
    Total current assets                                          413,924         807,962

PROPERTY AND EQUIPMENT - Net                                       21,007          20,320
OTHER ASSETS                                                       22,753          22,753
PATENT AND PATENT APPLICATION - Net                               308,070         349,250
                                                             ------------    ------------
TOTAL                                                        $    765,754    $  1,200,285
                                                             ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                                905,648         558,790
  Short term debt                                               1,000,000         750,000
  Due to affiliate                                                 61,371          61,371
  Due to stockholder                                              950,000              --
  Accrued expenses                                                131,862         133,659
                                                             ------------    ------------
    Total current liabilities                                   3,048,881       1,503,820

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred Stock, $.001 par value;  authorized
    12,300,000 shares ; no shares issued or outstanding
  Common Stock, $.001 par value; authorized 40,000,000
    shares; issued 27,592,354 and 27,529,609 shares at
    September 30, 2002 and December 31, 2001, respectively         27,593          27,530
  Treasury Stock - 2,306,131 shares                                (3,100)         (3,100)
  Additional paid-in capital                                   60,951,790      60,861,167
  Accumulated deficit during development stage                (63,259,410)    (61,189,132)
                                                             ------------    ------------
    Total stockholders' equity (deficit)                       (2,283,127)       (303,535)
                                                             ------------    ------------
TOTAL                                                        $    765,754    $  1,200,285
                                                             ============    ============
</TABLE>


See notes to unaudited consolidated financial statements.

                                        3
<PAGE>

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

<TABLE>
<CAPTION>
                                        ----------------------------    ----------------------------    ----------------------------
                                                                                                              October 16, 1987
                                             Three Months Ended               Nine Months Ended                (Inception) to
                                                September 30,                   September 30,                September 30, 2002
                                        ----------------------------    ----------------------------    ----------------------------
                                            2002            2001            2002            2001

<S>                                     <C>             <C>             <C>             <C>                     <C>
REVENUE                                       18,500                         102,000                                 124,582
COST OF SALES (Note 5)                       127,458              --         280,032              --                 290,194
                                        ------------    ------------    ------------    ------------            ------------
GROSS LOSS                                  (108,958)             --        (178,032)             --                (165,612)

OPERATING EXPENSES:
  Research and development                    55,798          31,598         336,607         134,953              40,393,379
  Selling, general, and administrative       552,818         502,423       1,532,796       1,294,514              24,705,063
  Gain on disposal of fixed assets                --              --              --              --                  (8,084)
                                        ------------    ------------    ------------    ------------            ------------
    Total operating expenses                 608,616         534,021       1,869,403       1,429,467              65,090,358


OTHER INCOME (EXPENSE):
  Interest income                                 --              --              --          13,629               2,476,723
  Interest expense                            (9,723)         (3,735)        (44,349)         (3,735)               (510,258)
  Royalty income                               1,800           2,095          21,506           8,056                  49,844
                                        ------------    ------------    ------------    ------------            ------------
    Net other income (expense)                (7,923)         (1,640)        (22,843)         17,950               2,016,309
                                        ------------    ------------    ------------    ------------            ------------
LOSS BEFORE INCOME TAXES                    (725,497)       (535,661)     (2,070,278)     (1,411,517)            (63,239,661)
PROVISION FOR INCOME TAXES                        --              --              --              --                 (19,749)
                                        ------------    ------------    ------------    ------------            ------------
NET LOSS                                $   (725,497)   $   (535,661)   $ (2,070,278)   $ (1,411,517)           $(63,259,410)
                                        ============    ============    ============    ============            ============

NET LOSS PER SHARE:
    Basic and Diluted                   $      (0.03)   $      (0.02)   $      (0.08)   $      (0.06)
                                        ============    ============    ============    ============

WEIGHTED-AVERAGE SHARES
    Basic and Diluted                     25,286,223      25,223,478      25,261,822      25,223,478
                                        ============    ============    ============    ============
</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>
See notes to unaudited consolidated financial statements.

                                        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
                                                       ============   =======  ============   ========  ===========
                                                                                                                       (Continued)
</TABLE>


See notes to unaudited 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 (unaudited)
Total comprehensive income (loss) (unaudited)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT SEPTEMBER 30, 2002 (unaudited)                      --      --        --     --          --      --  27,592,354 $27,593
                                                       ==========  ======  ========  =====  ==========  ======  ========== =======
</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                75,000                                          75,000
Net loss (unaudited)                                                             (2,070,278)             (2,070,278)
Total comprehensive income (loss) (unaudited)                                                                        $ (2,070,278)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT SEPTEMBER 30, 2002 (unaudited)              $ 60,951,790   $(3,100) $(63,259,410)  $     --  $(2,283,127)
                                                       ============   =======  ============   ========  ===========
                                                                                                                      (Concluded)
</TABLE>


See notes to unaudited consolidated financial statements.

                                        9
<PAGE>

<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------------------------------------------------------
(unaudited)
                                                                                                               October 16, 1987
                                                                                        Nine Months             (Inception) to
                                                                                    Ended September 30,       September 30, 2002
                                                                                ------------------------------------------------
                                                                                    2002           2001

<S>                                                                             <C>            <C>               <C>
OPERATING ACTIVITIES
  Net loss                                                                      $ (2,070,278)  $ (1,411,517)     $(63,259,410)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                     36,189         19,675         2,613,205
    Amortization of premiums (discount) on short-term investments                                                     156,692
    Loss on disposal of property and equipment                                                                        194,102
    Loss on license and settlement agreement                                                                           49,026
    Loss on abandonment of patent applications                                        12,983                          290,856
    Vendor settlements                                                                                                (77,257)
    Noncash compensation                                                              75,000         75,000         3,183,451
    Gain from disposal of fixed assets                                                                               (159,473)
    Interest paid by issue of shares in Common Stock                                                                  297,148
    Changes in assets and liabilities:
      Inventories                                                                    277,957         38,586          (262,318)
      Accounts receivable and other current assets                                    28,203         14,123          (127,931)
      Other assets                                                                                                   (134,582)
      Due to related parties                                                                          4,526            61,371
      Accounts payable and accrued expenses                                          345,061        (20,317)          993,893
                                                                                ------------   ------------      ------------
          Net cash used in operating activities                                   (1,294,885)    (1,279,924)      (56,181,227)
                                                                                ------------   ------------      ------------

INVESTING ACTIVITIES
  Acquisition of property and equipment                                               (8,679)        (7,460)       (2,605,405)
  Costs incurred for patents and patent applications                                                (21,212)         (782,527)
  Proceeds from sale of property and equipment                                                                        294,748
  Purchases of short-term investments                                                                             (26,476,638)
  Proceeds from short-term investments and restricted cash                            86,432                       26,406,378
                                                                                ------------   ------------      ------------
          Net cash provided by (used in) investing activities                         77,753        (28,672)       (3,163,444)
                                                                                ------------   ------------      ------------

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                                                      250,000        300,000         2,092,000
  Payment on bank borrowings                                                                       (286,000)       (1,092,000)
  Advances from stockholder                                                          950,000                          950,000
  Repayment of advances from stockholder                                                                             (145,000)
  Repurchase of Common Stock held in treasury                                                                          (3,100)
  Proceeds from notes payable issued to stockholder and related party                                               2,096,533
                                                                                ------------   ------------      ------------
          Net cash provided by financing activities                                1,215,686         14,000        59,479,843
                                                                                ------------   ------------      ------------
    NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              (1,446)    (1,294,596)          135,172
    EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                     (111,497)

  CASH AND CASH EQUIVALENTS:
    BEGINNING OF PERIOD                                                               25,121      1,339,992
                                                                                ------------   ------------      ------------
    END OF PERIOD                                                               $     23,675   $     45,396      $     23,675
                                                                                ============   ============      ============


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)
                                                                                                               October 16, 1987
                                                                                        Nine Months             (Inception) to
                                                                                    Ended September 30,       September 30, 2002
                                                                                ------------------------------------------------
                                                                                    2002           2001

<S>                                                                             <C>            <C>               <C>
SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  Cash paid during the period for interest                                      $     44,617   $      3,735      $    506,975
                                                                                ============   ============      ============

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

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

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

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

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

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

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

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

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

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

                                       11
<PAGE>

BIOFIELD CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.   THE COMPANY - The consolidated balance sheet as of September 30, 2002 and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the three and/or nine month periods ended September
30, 2002 and 2001 and for the period October 16, 1987 (date of inception)
through September 30, 2002 have been prepared by Biofield Corp. (the "Company")
without audit. In the opinion of management, all adjustments necessary to
present fairly the financial position, results of operations and cash flows at
September 30, 2002 and 2001 and for the period October 16, 1987 (date of
inception) through September 30, 2002 have been made. During the interim periods
reported on, the accounting policies followed are in conformity with accounting
principles generally accepted in the United States of America and are consistent
with those applied for annual periods as described in the Company's annual
report for the year ended December 31, 2001 filed on Form 10-KSB (the "Annual
Report") with the Securities and Exchange Commission (the "SEC").

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted. The unaudited consolidated
financial statements, which include the financial position, results of
operations, and cash flows for Biofield Corp. and its wholly owned subsidiary,
Biofield International, Inc., should be read in conjunction with the financial
statements for the year ended December 31, 2001 included in the Annual Report.
The results of operations for the three and nine month periods ended September
30, 2002 are not necessarily indicative of the operating results for the full
year.

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

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 597,255 as at September 30, 2002 (783,531 as at December 31,
2001) are not included in the share calculations since the effect of their
inclusion would be antidilutive.

5.   INVENTORY - Inventories consist primarily of finished medical devices,
sensors, accessories and device and sensor component parts, and are valued at
the lower of cost (first-in, first-out basis) or market, including provisions
for potential losses from obsolescence.

                                                 September 30,      December 31,
                                                     2002               2001
                                                  (unaudited)
                                                 ------------------------------
         Components and supplies                 $    44,679        $    44,679
         Finished goods                              593,926            675,512
                                                 ------------------------------
                                                     638,605            720,191
         Less: Reserve for potential losses          376,287            179,916
                                                 ------------------------------
                                                 $   262,318        $   540,275
                                                 ------------------------------

During the three and nine month periods ended September 30, 2002, the Company
increased the reserve for potential losses by $116,217 and $196,371,
respectively. Additionally, the Company shipped two devices totaling $18,267, in
satisfaction of warranty claims in the quarter ended June 30, 2002. These
amounts have been included in the Cost of Sales in the accompanying Consolidated
Statements of Operations.

6.   SUBSEQUENT EVENTS - In April 2002, the Company had utilized in full the
limit of $1,000,000 under a bank line of credit (the "Line"), the repayment of
which has been guaranteed by Dr. David Long, the Company's Chairman and Chief
Executive Officer, and certain of his affiliates. Anticipating such event, in
March 2002, Dr. Long issued his written commitment to the Company to provide all
of its financing needs to enable the Company to meet at least its minimum
operating and capital requirements through the end of 2002. As of November 5,
2002, Dr. Long had advanced $1,050,000 to the Company on an unsecured basis,
repayment of which may be demanded at any time after December 31, 2002. Interest
on these advances accrues at the rate of prime plus 2% and is payable in
unregistered shares of the Company's common stock unless Dr. Long requests, at
the beginning of any fiscal quarter, that interest for such fiscal quarter be
payable in cash. The number of shares of common stock issuable to Dr. Long is
determined on the last business day of each fiscal quarter based upon the
closing price of the Company's common stock on such date. As of September 30,
2002, no such shares had been issued, although an aggregate of 45,020 shares
have been reserved for issuance in payment of all interest accrued on Dr. Long's
advances through such date. On November 5, 2002, Dr. Long agreed to lend the
Company an additional $450,000 in return for its three year convertible note,
which will accrue interest at 10% per annum. The note and interest accrued
thereon, at Dr. Long's option, will be convertible into unregistered shares of
the Company's common stock at the rate of $0.40 per share, the closing price of
the Company's common stock on November 5, 2002. The $450,000 loan is in the
amount anticipated to be necessary to enable the Company to meet its minimum
operating and capital requirements through the end of 2002, assuming no
unanticipated events arise and no unscheduled expenses are incurred. In the
event that the Company is not successful in obtaining third-party financing and
Dr. Long does not agree to fund the Company's then current operations after the
end of 2002, the continuation of business operations will be materially
jeopardized.

                                       12
<PAGE>

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

Overview

As a development stage company, we have incurred net losses since inception
through September 30, 2002 of approximately $63.3 million. We will continue to
incur losses for at least the next several years, until such time, if at all, as
we are fully operational and in a position to generate enough revenue to cover
our operating expenses. We have not generated material revenues from the
commercialization of any products and do not have the necessary financial
resources to conduct our activities for any extended period of time in the
absence of third party financing.

In November 1998, we decided to eliminate most of our operations due to lack of
adequate financial resources. In December 1998, our common stock was delisted
from trading on The Nasdaq Stock Market, primarily due to our inability to
comply with certain financial requirements. In March 1999, we announced that our
efforts would be directed to selling our existing technology and/or raising
additional capital, and that, thereafter, if we were unable to sell our
technology or raise additional capital, we would shut down all of our remaining
operations. In December 1999, we sold an aggregate of 14 million shares of our
common stock for $700,000 to Dr. David Long, his son, Raymond, and their
affiliated entities. Thereafter, our Board of Directors and management were
reconstituted. In December 2000, we sold an aggregate of three million shares of
our common stock in a private placement for $1,500,000.

In May 2000, we received CE mark certification for the Biofield Diagnostic
System, which permits us to commercialize our equipment in certain European and
other countries that recognize the CE mark.

In 2001, we commenced activities to commercialize the Biofield Diagnostic System
overseas. In June 2001, we appointed Steven Preiss as our Vice President of
Regulatory and Clinical Affairs and Quality Assurance and, in September 2001, we
appointed Nancy Patterson as Vice President Sales & Marketing Worldwide. Both of
these officers are consultants to our Company. In October 2001, we entered into
a $364,000 contract with a manufacturer of medical devices to redesign the
Biofield Diagnostic System, mainly to incorporate new technology, replace
obsolete parts, and make other changes to reduce manufacturing costs.

In 2002, our main focus has been directed to completion of our application to
the U.S. Food and Drug Administration (the "FDA") in an attempt to obtain
approval for the commercialization of the Biofield Diagnostic System in the U.S.
We have had several informal informational meetings with the FDA over the last
twelve months. These meetings have enabled us to establish a method for
presenting our data, and have given us guidance relating to statistical analysis
and other filing requirements. Although we have not submitted our application to
the FDA, we expect to do so shortly.

Results of Operations

Comparison of the Unaudited Nine Months Ended September 30, 2002 (the "2002
Period") with the Unaudited Nine Months Ended September 30, 2001 (the "2001
Period")

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. We did not sell any products during the 2001
Period.

Cost of Sales for the 2002 Period includes charges for the increase in the
inventory reserve for potential losses amounting to $196,371 and warranty claims
on two demonstration units amounting to $18,267. The remaining amount of $65,394
relates to the cost of finished products sold during the 2002 Period.

                                       13
<PAGE>

We incurred $336,607 of research and development expenses during the 2002 Period
compared to $134,953 in the 2001 Period, an increase of $201,654 or 149%. The
major reason for the increase in research and development expenses during the
2002 Period was due to expenses amounting to $306,465 incurred for the redesign
of the Biofield Diagnostic System.

Selling, general and administrative expenses increased by $238,282 or 18% to
$1,532,796 in the 2002 Period from $1,294,514 in the 2001 Period. The increase
was largely attributable to the increase in payroll costs and travel expenses
incurred in our regulatory and marketing efforts.

We had net interest expense of $44,349 in the 2002 Period compared to net
interest income of $9,894 in the 2001 Period, an adverse variation of $54,243,
due to the depletion of our available cash from a $1,500,000 private placement
in December 2000 and subsequent borrowing to fund our operating expenses.

We had royalty income related to a license of our sensor technology of $21,506
in the 2002 Period compared to $8,056 in the 2001 Period, an increase of $13,450
or 167%.

As a result of the foregoing, we incurred a net loss of $2,070,278 in the 2002
Period, compared to a net loss of $1,411,517 in the 2001 Period.


Comparison of the Unaudited Three Months Ended September 30, 2002 (the "2002
Quarter") with the Unaudited Three Months Ended September 30, 2001 (the "2001
Quarter")

During the 2002 Quarter, we generated revenue of $18,500 from the sale of one
Biofield Diagnostic System as a demonstration unit and from the sale of sensors
to one of our distributors. We did not sell any products during the 2001
Quarter.

Cost of Sales for the 2002 Quarter includes charges for the increase in the
inventory reserve for potential losses amounting to $116,217. The remaining
amount of $11,241 relates to the cost of finished products sold during the 2002
Quarter.

We incurred $55,798 of research and development expenses during the 2002 Quarter
compared to $31,598 in the 2001 Quarter, an increase of $24,200 or 77%. The full
amount of expense incurred in the 2002 Quarter was for the redesign of the
Biofield Diagnostic System.

Selling, general and administrative expenses increased by $50,395 or 10% to
$552,818 in the 2002 Quarter from $502,423 in the 2001 Quarter. The increase was
largely attributable to the increase in payroll costs and travel expenses
incurred in our regulatory and marketing efforts.

Interest expense increased by $5,988 to $9,723 in the 2002 Quarter, compared to
$3,735 in the 2001 Quarter due to the depletion of our available cash from a
$1,500,000 private placement in December 2000 and subsequent borrowing to fund
our operating expenses.

We had royalty income related to a license of our sensor technology of $1,800 in
the 2002 Quarter compared to $2,095 in the 2001 Quarter, a decrease of $295 or
14%.

As a result of the foregoing, we incurred a net loss of $725,497 in the 2002
Quarter, compared to a net loss of $535,661 in the 2001 Quarter.

Liquidity and Capital Resources

We have financed our operations since inception almost entirely by the issuance
of equity securities, interest income on the then unutilized proceeds from these
issuances, and, since June 2000, with short-term borrowing under a bank line of
credit (the "Line"), the repayment of which has been guaranteed by Dr. David
Long, our Chairman and Chief Executive Officer, and certain of his affiliates
and with direct advances from Dr. Long.

                                       14
<PAGE>

At September 30, 2002, our short-term liabilities exceeded our current assets by
$2,634,957, as compared to a working capital deficiency of $695,858 at December
31, 2001, an increase of $1,939,099. Our unrestricted cash and cash equivalents
were $23,675 at September 30, 2002, as compared to $25,121 at December 31, 2001.
In addition, at December 31, 2001, we had $86,432 of restricted cash, which was
released to us in February 2002. At September 30, 2002, we had $262,318 of
inventory, as compared to $540,275 at December 31, 2001, of which, at September
30, 2001, $217,639 (net of a valuation reserve of $376,287) was finished goods,
consisting of units of the Biofield Diagnostic System and sensors, as compared
to $495,596 (net of a valuation reserve of $179,916) at December 31, 2001. The
marketability of these units will be diminished once the next generation
Biofield Diagnostic Device is released.

During the nine months ended September 30, 2002, our operating activities
utilized $1,294,885 of net cash, our investing activities provided $77,753 of
net cash from the release of restricted cash (after paying $8,679 for purchase
of office equipment), and our financing activities provided $1,215,686 of cash
from borrowing under the Line ($250,000), advances ($950,000) from Dr. Long, and
proceeds from exercise of common stock options ($15,686). During the
corresponding period in 2001, our operating activities utilized $1,279,924 of
net cash, our investing activities utilized $28,672 of net cash, primarily in
connection with continuing processing of our patent applications, and our
financing activities provided $14,000 of net cash obtained from bank loans under
the Line.

In April 2002, we had utilized in full the limit of $1,000,000 under the Line.
Anticipating such event, in March 2002, Dr. Long issued his written commitment
to us to provide all of our financing needs to enable us to meet at least our
minimum operating and capital requirements through the end of 2002. As of
November 5, 2002, Dr. Long had advanced $1,050,000 to us on an unsecured basis,
repayment of which may be demanded at any time after December 31, 2002. Interest
on these advances accrues at the rate of prime plus 2% and is payable in
unregistered shares of our common stock unless Dr. Long requests, at the
beginning of any fiscal quarter, that interest for such fiscal quarter be
payable in cash. The number of shares of common stock issuable to Dr. Long is
determined on the last business day of each fiscal quarter based upon the
closing price of our common stock on such date. As of September 30, 2002, no
such shares had been issued, although an aggregate of 45,020 shares have been
reserved for issuance in payment of all interest accrued on Dr Long's advances
through such date. On November 5, 2002, Dr. Long agreed to lend us an additional
$450,000 in return for our three year convertible note, which will accrue
interest at 10% per annum. The note and interest accrued thereon, at Dr. Long's
option, will be convertible into unregistered shares of our common stock at the
rate of $0.40 per share, the closing price of our common stock on November 5,
2002. The $450,000 loan is in the amount anticipated to be necessary to enable
us to meet our minimum operating and capital requirements through the end of
2002, assuming no unanticipated events arise and no unscheduled expenses are
incurred.

Since the beginning of 2002, we have sought third-party funding of at least
$3,000,000 through a private placement of our securities and retained an
investment banker to assist us with our financing efforts. However, we were not
successful, and currently are continuing our attempts to obtain third-party
financing. We cannot assure that such efforts will be successful or, if
successful, will result in the timely receipt of additional funding. During the
past year, we have deferred payment of our obligations, when and as possible,
which actions may have materially affected some of our vendor, consultant and
other relationships. As of September 30, 2002, we had a working capital
deficiency of $2,634,957 and our accounts payable aggregated $905,648, which
amounts have increased since such date. In the event that we are not successful
in our third-party financing efforts and Dr. Long does not, again, agree to fund
our current operations, the continuation of our business operations will be
materially jeopardized.

In the event that we are successful in our current efforts to obtain third-party
funding, we do not expect to generate a positive cash flow from our operations
for at least several years, if at all, due to anticipated expenditures for
research and development activities, administrative and marketing activities,
and working capital requirements.

As of October 31, 2002, we did not have any material commitments for capital
expenditures; although in October 2001 we entered into a $364,000 contract to
redesign the Biofield Diagnostic System over an estimated twelve-month period.
As of October 31, 2002, we had paid $158,661 under this contract.

At December 31, 2001, we estimated that we had available net operating loss
carry forwards of approximately $58 million for Federal and state purposes,
which expire in years 2002 through 2021. However, substantially all of these

                                       15
<PAGE>

carry forwards are not expected to be utilizable to reduce future taxable
income, if any, as a result of limitations imposed by Section 382 of the
Internal Revenue Code under the Tax Reform Act of 1986, due to ownership changes
which occurred in 1992, 1995, 1997 and 1999.


Certain Critical Accounting Policies

Impairment of long-lived assets

At September 30, 2002, we had $308,070 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. 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 the 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, 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
operating losses are subject to limitation and may expire unutilized.

Inventory valuation reserves

We provide for inventory obsolescence based upon assumptions about 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. At September 30, 2002, we had a provision for potential losses
amounting to $376,287, representing 75% of the value of the existing inventory
of Biofield Diagnostic Systems, to provide for any losses which may arise upon
the release of a redesigned system in the near future.

New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
142, "Goodwill and Other Intangible Assets" which revises the accounting for
purchased goodwill and other intangible assets. SFAS No. 142 is effective for
fiscal years beginning after December 15, 2001, with earlier adoption permitted.
The Company elected to adopt SFAS No. 142 beginning with the first quarter of
fiscal 2002. Under SFAS No. 142, purchased goodwill and intangible assets with
indefinite lives are no longer amortized, but instead tested for impairment at
least annually. Intangible assets with finite lives, primarily patents and
trademarks, will continue to be amortized over their useful lives. There was no
effect on the financial statements upon the adoption of SFAS No. 142.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This Standard addresses financial accounting and reporting for
asset retirement costs of long-lived assets resulting from legal obligations
associated with acquisition, construction or development transactions. The
Company plans to adopt this in the first quarter of 2003. The adoption of this
Standard is not expected to have a material impact on the Company's financial
position or results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long Lived Assets." SFAS No. 144 addresses the financial accounting
and reporting for the impairment or disposal of long-lived assets and is

                                       16
<PAGE>

effective for financial periods after January 1, 2002. The adoption of SFAS No.
144 on January 1, 2002 did not have a material impact on the Company's financial
position or results of operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This Standard supersedes guidance provided by
EITF 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)." SFAF No. 146 requires that costs associated with exit or
disposal activities be recognized when they are incurred rather than at the date
of a commitment to an exit or disposal plan. This Standard is effective for all
exit and disposal activities initiated after December 31, 2002. The Company
expects to adopt SFAS No. 146 on January 1, 2003.


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 or our key consulting relationships.

          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 on Form 10-QSB or to reflect the
occurrence of other unanticipated events.

Item 3.  CONTROLS AND PROCEDURES

Our disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the SEC. Our Chief Executive
Officer and our Chief Operating Officer (who is also our Principal Accounting
and Financial Officer), have reviewed the effectiveness of our disclosure
controls and procedures within the last ninety days and have concluded that the
disclosure controls and procedures are effective. There were no significant

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<PAGE>

changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the last day that our Chief Executive
Officer and Chief Operating Officer evaluated them.


                           PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

               (a)  Exhibits

                    4     Form of 10% Convertible Promissory Note, dated
                          November 8, 2002, in the principal amount of $450,000
                          issued to David M. Long

                    99.1  Certification of David M. Long, President and Chief
                          Executive Officer, pursuant to 18 U.S.C. Section 1350,
                          as adopted pursuant to Sections 302 and 906 of the
                          Sarbanes-Oxley Act of 2002

                    99.2  Certification of John D. Stephens, Senior Vice
                          President and Chief Operating Officer, pursuant to 18
                          U.S.C. Section 1350, as adopted pursuant to Sections
                          302 and 906 of the Sarbanes-Oxley Act of 2002

               (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 14, 2002                By: /s/ DAVID M. LONG
                                           -----------------
                                           David M. Long, Jr., M.D., Ph.D.
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

Date: November 14, 2002                By: /s/ JOHN D. STEPHENS
                                           --------------------
                                           John D. Stephens
                                           Senior Vice President and Chief
                                           Operating Officer
                                           (Principal Accounting and Financial
                                           Officer)

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