UNITED
STATES SECURITIES AND


EXCHANGE
COMMISSION


Washington,
D.C. 20549





FORM
10-Q





QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
Quarter Ended June 30, 2008


Commission File No:0-27848





BIOFIELD
CORP.


(Name of
Small Business Issuer in Its Charter)




Delaware
            13-3703450(State of other jurisdiction of Incorporation or
      Organization)
            (Employer
      Identification Number)





1615
Walnut Street, 3rd
Floor


Philadelphia,
PA 19102


(Address
of principal executive offices) (Zip Code)





(215)
972-1717


(Issuer's
Telephone Number, Including Area Code)





Check
whether the Issuer: (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 30
days:       Yes [X]    No
[  ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of accelerated filer and large accelerated filer in Rule 12b-12 of
the Exchange Act (Check one):





Large
Accelerated filer____ Accelerated filer____ Non-accelerated filer____Smaller
Reporting Company  X





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.
Yes  [   ]        No  [X]








AS
OF AUGUST 19, 2008, THERE WERE 24,693,500 SHARES OF COMMON STOCK AND 12,300,000
SHARES OF PREFERRED STOCK.





PART I—FINANCIAL
INFORMATION





ITEM
1.     FINANCIAL STATEMENTS





BIOFIELD CORP.(A
      Development Stage Company)CONSOLIDATED
      BALANCE SHEETSJune
      30,
            
            
            December
      31,ASSETS
            
            2008
            
            
            2007(Unaudited)
            
            
            (Audited)CURRENT
      ASSETS:Cash
      and cash equivalents
            
            $
            -
            
            
            $
            13,328Prepaids
            
            
            9,000
            
            
            
            9,000Notes
      receivable
            
            
            11,004
            
            
            
            11,004Total
      current assets
            
            
            20,004
            
            
            
            33,332PROPERTY
      AND EQUIPMENT - Net
            
            
            5,906
            
            
            
            6,601TOTAL
      ASSETS
            
            $
            25,910
            
            
            $
            39,933LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIES:Bank
      overdraft
            
            $
            9,912
            
            
            $
            -Accounts
      payable
            
            
            1,402,513
            
            
            
            1,402,513Accrued
      interest
            
            
            907,416
            
            
            
            720,334Accrued
      expenses
            
            
            420,408
            
            
            
            430,489Due
      to affiliate
            
            
            329,686
            
            
            
            329,686Advances
      from stockholder
            
            
            2,270,838
            
            
            
            2,162,703Notes
      payable
            
            
            2,301,786
            
            
            
            2,223,893Line
      of credit
            
            
            411,838
            
            
            
            342,180Total
      current liabilities
            
            
            8,054,397
            
            
            
            7,611,798Commitments
      and contigenciesSTOCKHOLDERS’
      DEFICIT:Preferred
      stock, $.001 par value, 12,300,000 shares authorized,12,300,000
      shares issued and outstanding at June 30, 2008and
      December 31, 2007, respectively
            
            
            12,300
            
            
            
            12,300Common
      stock, $.01 par value, 60,000,000 shares authorized,5,513,749
      shares issued at June 30, 2008 and 4,514,294 sharesIssued
      and 999,455 shares issuable at December 31, 2007,respectively
            
            
            55,138
            
            
            
            55,138Treasury
      stock - 2,306,131 shares
            
            
            (3,100
            )
            
            
            (3,100
            )Stock
      subscriptions
            
            
            103,849
            
            
            
            3,849Additional
      paid-in capital
            
            
            66,461,340
            
            
            
            66,461,340Accumulated
      deficit during development stage
            
            
            (74,658,014
            )
            
            
            (74,101,392
            )Total
      stockholders’ deficit
            
            
            (8,028,487
            )
            
            
            (7,571,865
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            25,910
            
            
            $
            39,933See
      notes to consolidated financial statements.





2





BIOFIELD
      CORP.(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF OPERATIONS (Unaudited)Period
      October 16,For
      the Three Months Ended
            
            
            For
      the Six Months Ended
            
            
            1987
      (Date ofJune
      30,
            
            
            June
      30,
            
            
            Inception)
      Through2008
            
            
            2007
            
            
            2008
            
            
            2007
            
            
            June
      30, 2008REVENUE
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            24,950
            
            
            $
            244,522COST
      OF SALESCost
      of goods sold
            
            
            8,172
            
            
            
            5,303
            
            
            
            8,172
            
            
            
            8,435
            
            
            
            103,283Loss
      on write down of inventory
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            693,500GROSS
      PROFIT
            
            
            (8,172
            )
            
            
            (5,303
            )
            
            
            (8,172
            )
            
            
            16,515
            
            
            
            (552,261
            )OPERATING
      EXPENSES:Research
      and development
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            40,481,889Selling,
      general, and administrative
            
            
            173,156
            
            
            
            177,302
            
            
            
            261,533
            
            
            
            260,965
            
            
            
            32,373,232Impairment
      of intangible assets
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            194,268Gain
      on disposition of fixed assets
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (8,084
            )Total
      operating expenses
            
            
            173,156
            
            
            
            177,302
            
            
            
            261,533
            
            
            
            260,965
            
            
            
            73,041,305OTHER
      INCOME (EXPENSE):Interest
      income
            
            
            88
            
            
            
            -
            
            
            
            88
            
            
            
            -
            
            
            
            2,476,811Interest
      expense and other finance costs:Interest
      expense
            
            
            (144,112
            )
            
            
            (131,510
            )
            
            
            (287,003
            )
            
            
            (263,019
            )
            
            
            (3,330,851
            )Amortization
      of shares issued to lendersand
      other finance costs
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (405,523
            )Royalty
      income and other
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            214,864Net
      other expense
            
            
            (144,024
            )
            
            
            (131,510
            )
            
            
            (286,915
            )
            
            
            (263,019
            )
            
            
            (1,044,699
            )LOSS
      BEFORE INCOME TAXES
            
            
            (325,352
            )
            
            
            (314,115
            )
            
            
            (556,620
            )
            
            
            (507,469
            )
            
            
            (74,638,265
            )PROVISION
      FOR INCOME TAXES
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (19,749
            )NET
      LOSS
            
            $
            (325,352
            )
            
            $
            (314,115
            )
            
            $
            (556,620
            )
            
            $
            (507,469
            )
            
            $
            (74,658,014
            )NET
      LOSS PER SHARE:Basic
      and Diluted
            
            $
            (0.06
            )
            
            $
            (0.06
            )
            
            $
            (0.10
            )
            
            $
            (0.10
            )WEIGHTED-AVERAGE
      SHARESBasic
      and Diluted
            
            
            5,513,749
            
            
            
            5,313,749
            
            
            
            5,513,749
            
            
            
            5,313,749See
      notes to consolidated financial statements.





3





BIOFIELD
      CORP. ( A DEVELOPMENT STAGE COMPANY)CONDENSED
      STATEMENTS OF CASH FLOWS (Unaudited)Period
      October 16,1987
      (Date ofFor
      the Six Months Ended
            
            
            Inception)
      ThroughJune
      30,
            
            
            June
      30,2008
            
            
            2007
            
            
            2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (556,620
            )
            
            $
            (507,469
            )
            
            $
            (74,658,014
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
            
            
            695
            
            
            
            469
            
            
            
            2,762,717Amortization
      of premiums on short-term investments
            
            
            -
            
            
            
            -
            
            
            
            156,692Amortization
      of deferred financing costs
            
            
            -
            
            
            
            -
            
            
            
            2,129,643Loss
      on disposal of property and equipment
            
            
            -
            
            
            
            -
            
            
            
            194,102Loss
      on license and settlement agreements
            
            
            -
            
            
            
            -
            
            
            
            49,026Loss
      on abandonment of patent applications
            
            
            -
            
            
            
            -
            
            
            
            303,234Loss
      on inventory write-down
            
            
            -
            
            
            
            -
            
            
            
            693,500Impairment
      of intangible assets
            
            
            -
            
            
            
            -
            
            
            
            194,268Vendor
      settlements
            
            
            -
            
            
            
            -
            
            
            
            (77,257
            )Noncash
      compensation
            
            
            -
            
            
            
            -
            
            
            
            3,533,451Gain
      from disposition of fixed assets
            
            
            -
            
            
            
            -
            
            
            
            (159,473
            )Interest
      paid in common stock
            
            
            -
            
            
            
            -
            
            
            
            575,260Commisions
      and discounts on sale of common stock
            
            
            -
            
            
            
            -
            
            
            
            96,919Loan
      repayment default payable in shares of common stock
            
            
            -
            
            
            
            -
            
            
            
            350,000Consultancy
      fees paid in options
            
            
            -
            
            
            
            -
            
            
            
            242,762Changes
      in assets and liabilities:Notes
      receivable
            
            
            -
            
            
            
            -
            
            
            
            (11,004
            )Inventories
            
            
            -
            
            
            
            -
            
            
            
            (693,500
            )Prepaids
            
            
            -
            
            
            
            (766
            )
            
            
            (141,582
            )Accounts
      payable and accrued liabilities
            
            
            186,911
            
            
            
            246,836
            
            
            
            2,615,525Net
      cash used in operating activities
            
            
            (369,014
            )
            
            
            (260,930
            )
            
            
            (61,843,731
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisitions
      of property and equipment
            
            
            -
            
            
            
            -
            
            
            
            (2,617,639
            )Costs
      incurred for patents and patent applications
            
            
            -
            
            
            
            -
            
            
            
            (782,527
            )Proceeds
      from sale of property and equipment
            
            
            -
            
            
            
            -
            
            
            
            294,748Purchases
      of short-term investments
            
            
            -
            
            
            
            -
            
            
            
            (26,476,638
            )Proceeds
      from sale and maturity of short-term investments
            
            
            -
            
            
            
            -
            
            
            
            26,406,378Net
      cash used in investing activities
            
            
            -
            
            
            
            -
            
            
            
            (3,175,678
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayments
      of capitalized lease obligations
            
            
            -
            
            
            
            -
            
            
            
            (82,234
            )Proceeds
      from issuance of preferred stock - net
            
            
            -
            
            
            
            -
            
            
            
            22,341,892Proceeds
      from common stock subscriptions
            
            
            100,000
            
            
            
            -
            
            
            
            35,303,259Proceeds
      from exercise of common stock
            
            
            -
            
            
            
            -
            
            
            
            398,546Proceeds
      from issuance of notes payable
            
            
            147,551
            
            
            
            224,395
            
            
            
            1,703,359Proceeds
      from borrowings on line of credit
            
            
            -
            
            
            
            -
            
            
            
            342,180Notes
      financing costs
            
            
            -
            
            
            
            -
            
            
            
            543,882Advances
      from stockholder and related party
            
            
            108,135
            
            
            
            (92,686
            )
            
            
            3,581,630Repayments
      of advances from stockholder
            
            
            -
            
            
            
            -
            
            
            
            (1,874,728
            )Due
      to affiliate
            
            
            -
            
            
            
            127,076
            
            
            
            329,687Repurchases
      of common stock held in treasury
            
            
            -
            
            
            
            -
            
            
            
            (3,100
            )Proceeds
      from notes payable issued to stockholder and related party
            
            
            -
            
            
            
            -
            
            
            
            2,546,533Net
      cash provided by financing activities
            
            
            355,686
            
            
            
            258,785
            
            
            
            65,130,906NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (13,328
            )
            
            
            (2,145
            )
            
            
            111,497EFFECT
      OF EXCHANGE RATE CHANGES
            
            
            -
            
            
            
            -
            
            
            
            (111,497
            )BEGINNING
      OF PERIOD
            
            
            13,328
            
            
            
            2,361
            
            
            
            -END
      OF PERIOD
            
            $
            -
            
            
            $
            216
            
            
            $
            -Supplementary
      disclosure of cash flow information:Cash
      paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Cash
      paid for taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -See
      notes to condensed financial statements.





4





BIOFIELD
      CORP.(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWS (continued)Period
      October 16,1987
      (Date ofJune
      30,
            
            
            Inception)
      Through2008
            
            
            2007
            
            
            June
      30, 2008SUPPLEMENTAL
      DISCLOSURES OF CASHFLOW
      INFORMATION:Cash
      paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            857,003Cash
      paid for taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -SUPPLEMENTAL
      SCHEDULE FOR NONCASHINVESTING
      AND FINANCING ACTIVITIES:During
      the fiscal year ended December 31, 2005, 897,500 shares of Common
      Stockdue
      as penalty for non-payment of notes payable on maturity
      issued:
            
            $
            -
            
            
            $
            -
            
            
            $
            17,949During
      the fiscal year ended December 31, 2005, a principal shareholder and his
      associates repaidthe
      Company's line of credit and the debt is reflected in the financial
      statements asadvances
      from stockholder:
            
            $
            -
            
            
            $
            -
            
            
            $
            1,200,000During
      the fiscal year ended December 31, 2007, 1,000,000 shares of Common
      Stockissued
      to former employee, in liue of accrued liabilities
            
            $
            -
            
            
            $
            -
            
            
            $
            100,000










See notes
to condensed financial statements.


5


BIOFIELD CORP.


A
DEVELOPMENT STAGE COMPANY


NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS





NOTE
1 – ORGANIZATION




Biofield
Corp. is a development-stage medical technology company, which has developed an
advanced medical device and associated diagnostic system (the Biofield
Diagnostic System or “BDS”) to assist in detecting breast cancer. The financial
statements are presented on the basis that the Company is a going concern, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business over a reasonable length of time. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.  The Company has incurred operating losses since
its inception. This condition raises substantial doubt as to the Company’s
ability to continue as a going concern as such continuance is dependent upon the
Company’s ability to raise sufficient capital.





The
accompanying interim unaudited financial information has been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission
(SEC).  Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations.  In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of the Company as of June 30,
2008 and the related operating results and cash flows for the interim period
presented have been made. The results of operations of such interim periods are
not necessarily indicative of the results of the full year.  This
financial information should be read in conjunction with the Consolidated
Financial Statements and Notes thereto included in the Company’s Annual Report
on Form 10-KSB for the year ended December 31, 2007. There have been no changes
in significant accounting policies since December 31, 2007.





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Principals
of Consolidation




The
consolidated financial statements include the accounts of the Company and any
wholly owned subsidiaries. All material inter-company transactions and balances
have been eliminated in consolidation.





Use
of Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statement and the reported amounts of revenues and
expenses during the reporting period. Estimates that are critical to the
accompanying financial statements arise from the determination of the fair value
of the Company’s investment. Because such determination involves subjective
judgment, it is at least reasonably possible that the Company’s estimates could
change in the near term with respect to this matter.





Fair
Value of Financial Instruments





Cash and
cash equivalents, prepaid expenses and other current assets, accounts payable
and accrued expenses, as reflected in the consolidated financial statements,
approximate fair value because of the short-term maturity of these instruments.
Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.


6


Revenue
Recognition





The
Company has adopted and follows the guidance provided in the SEC’s Staff
Accounting Bulletin (“SAB”) No. 104, which provides guidance on the recognition,
presentation and disclosure of revenue in the financial statements.





Warrants





The
Company issues warrants to purchase the Company’s common stock in conjunction
with debt and certain preferred stock issues. Warrants are accounted for in
accordance with the provisions of Accounting Principles Bulletin (“APB”) No. 14,
Accounting for Convertible
Debt and Debt Issued with Stock Purchase Warrants(“APB No.14”) and
Emerging Issues Task Force (“EITF”) No. 00-19, Accounting for Derivative Financial
Instruments Accounting for Derivative Financial Instruments Indexed to or
Potentially Settled in Indexed to or Potentially Settled in a Company’s Own
Stock(“EITF 00-19”). The fair value of warrants granted in conjunction
with debt and equity issuances is estimated on the grant date using the
Black-Scholes option pricing model. The value of warrants is separated from the
total consideration of each issue and included as an element of additional
paid-in capital.





Net
Loss Per Share





Basic and
diluted net losses per common share are presented in accordance with SFAS
No.128, Earning Per Share, for all periods presented. Stock subscriptions,
options and warrants have been excluded from the calculation of the diluted loss
per share for the periods presented in the statements of operations, because all
such securities were anti-dilutive. The net loss per share is calculated by
dividing the net loss by the weighted average number of shares outstanding
during the periods.





Reclassification





Certain
amounts in the prior year consolidated financial statements have been
reclassified for comparative purposes to conform to the presentation in the
current year consolidated financial statements.








NOTE
3 – RECENT ACCOUNTING PRONOUNCEMENTS





Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities





In
June 2008, the Financial Accounting Standards Board (“FASB”) issued FSP
Emerging Issues Task Force (“EITF”) Issue No. 03-6-1, “Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities.” The FSP addresses whether instruments granted in share-based
payment transactions are participating securities prior to vesting and,
therefore, need to be included in the earnings allocation in computing earnings
per share under the two-class method. The FSP affects entities that accrue
dividends on share-based payment awards during the awards’ service period when
the dividends do not need to be returned if the employees forfeit the award.
This FSP is effective for fiscal years beginning after December 15, 2008.
The Company is currently assessing the impact of FSP EITF No. 03-6-1 on its
consolidated financial position and results of operations.





Determining
Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own
Stock





In June
2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF No.
07-5).  EITF No. 07-5 provides that an entity should use a two step







7





approach
to evaluate whether an equity-linked financial instrument (or embedded feature)
is indexed to its own stock, including evaluating the instrument's contingent
exercise and settlement provisions.  It also clarifies on the impact
of foreign currency denominated strike prices and market-based employee stock
option valuation instruments on the evaluation.  EITF No. 07-5 is
effective for fiscal years beginning after December 15, 2008.  The
Company is currently assessing the impact of EITF No. 07-5 on its consolidated
financial position and results of operations.





Accounting
for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)





In
May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion
No. 14-1, “Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP
clarifies the accounting for convertible debt instruments that may be settled in
cash (including partial cash settlement) upon conversion.  The FSP
requires issuers to account separately for the liability and equity components
of certain convertible debt instruments in a manner that reflects the issuer's
nonconvertible debt (unsecured debt) borrowing rate when interest cost is
recognized.  The FSP requires bifurcation of a component of the debt,
classification of that component in equity and the accretion of the resulting
discount on the debt to be recognized as part of interest expense in our
consolidated statement of operations.  The FSP requires retrospective
application to the terms of instruments as they existed for all periods
presented.  The FSP is effective for us as of January 1, 2009 and
early adoption is not permitted.  The Company is currently evaluating
the potential impact of FSP APB No. 14-1 upon its consolidated financial
statements.




The
Hierarchy of Generally Accepted Accounting Principles




In May
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
162, "The Hierarchy of Generally Accepted Accounting Principles" (FAS
No.162).  SFAS No. 162 identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of
financial statements.  SFAS No. 162 is effective 60 days following the
SEC's approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles".  The implementation of this standard
will not have a material impact on the Company's consolidated financial position
and results of operations.




Determination
of the Useful Life of Intangible Assets




In April
2008, the FASB issued FASB Staff Position on Financial Accounting Standard (“FSP
FAS”) No. 142-3, “Determination of the Useful Life of Intangible Assets”, which
amends the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of intangible assets under
SFAS No. 142 “Goodwill and Other Intangible Assets”.  The intent of this
FSP is to improve the consistency between the useful life of a recognized
intangible asset under SFAS No. 142 and the period of the expected cash flows
used to measure the fair value of the asset under SFAS No. 141 (revised 2007)
“Business Combinations” and other U.S. generally accepted accounting
principles.    The Company is currently evaluating the potential
impact of FSP FAS No. 142-3 on its consolidated financial
statements.




Disclosure
about Derivative Instruments and Hedging Activities




In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and
Hedging Activities, an amendment of SFAS No. 133”, (SFAS 161). This statement
requires that objectives for using derivative instruments be disclosed in terms
of underlying risk and accounting designation. The Company is required to adopt
SFAS No. 161 on January 1, 2009. The Company is currently evaluating the
potential impact of SFAS No. 161 on the Company’s consolidated financial
statements.








8




Delay
in Effective Date




In
February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB
Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for
all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually)
to fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years. The impact of adoption was not material to the
Company’s consolidated financial condition or results of
operations.




NOTE
4 – THE COMPANY COMPLETES ITS 1 FOR 10 REVERSE STOCK SPLIT OF ITS COMMON
STOCK





On April
2, 2008, the Company filed a preliminary information statement (Schedule PRE
14C) with the SEC, reporting that on March 28, 2008 its board of directors (the
"Board") unanimously adopted a resolution seeking shareholder approval to amend
the Company's Articles of Incorporation to effect an 1 for 10 reverse split of
Biofield's Common Stock (the "Reverse Split"). On March 31, 2008, a stockholder
of the Company holding over a majority of the total voting rights for all issued
and outstanding shares of common and preferred stock of the Company executed a
written consent authorizing the Board to amend the Company's Articles of
Incorporation to effect the Reverse Split at any time prior to March 31,
2009.  The Board believed that the proposed Reverse Split would
benefit the Company by increasing the per share market price of its common
stock, a factor in whether the Common Stock meets investing guidelines for
certain institutional investors and investment funds, although there was no
assurance that the market price would increase. The SEC had 10 days from the
April 2, 2008 filing date to comment on the Information Statement. The Company
did not receive any comments on the Information Statement from the SEC within
the 10-day period; filed a definitive information statement (Schedule DEF 14C)
with the SEC on April 22, 2008; and mailed on April 23, 2008 the definitive
information statement to all shareholders of record as of April 1, 2008 (as
identified in the certified shareholder list received from the Company's
transfer agent). The Company filed on May 23, 2008 with the Secretary of State
for the State of Delaware a Certificate of Amendment to the Certificate of
Incorporation in connection with the Reverse Split. NASDAQ OMX, Corporate Data
Operations subsequently approved the Reverse Split, advised the Company that the
Reverse Split would take effect on June 20, 2008. The Company's new symbol
assigned on that date is BZEC.  The Company's new CUSIP number is
090591 603.





On June
20, 2008 the Company had 1 for 10 reverse split of its common stock. Immediately
prior to the stock split, there were 60 million shares authorized and 55,137,486
shares issued and outstanding. Subsequent to the stock split, there were 60
million shares authorized, 5,513,749 shares issued and outstanding. Preferred
shares were not affected by the reverse stock split.




NOTE
5 – LEGAL MATTERS




As result
of the Company’s arrangement with third party to help manage the Company’s
operations and development of the BDS, the Company has forwarded much of what
was in its King of Prussia office to the third party’s certified manufacturing
and regulatory facilities near Atlanta, Georgia, and seeks to vacate the King of
Prussia office.  The landlord of the Company’s King of Prussia office
has subsequently filed for and obtained a judgment in
confession.  Counsel, for both sides, is in discussions to work out a
settlement terminating the lease.  The monthly rent is approximately
$3,500 and it is a 3 year lease.





The
Company was also advised that a judgment in the amount of $16,228 has been
entered against it and its former officer, Michael Yom.  The Company’s
counsel was advised of this matter only after judgment was entered and is
considering appropriate relief.  The Complaint only states that this
company sued for the price of goods sold and/or services provided on a book
account, although the Company’s present management is unaware of what goods
and/or services were allegedly provided to this company.






9








NOTE 6 - SUBSEQUENT
EVENTS


On June
19, 2008 the Company was advised by market maker, Kildare Capital, that the
Financial Industry Regulatory Authority (FINRA) had approved the Form 15c-211
exemption request form filed by Kildare with respect to the registrant and that
the Company’s stock had in fact been trading on the OTC Bulletin
Board.  Kildare subsequently was advised by FINRA that additional
steps were required before the Company would be up listed off of the Pink Sheet
Electronic OTC Markets to the OTC Bulletin Board.  Per FINRA’s
instructions, Kildare subsequently filed a Form 15c-211 in connection with the
Company.  On August 12, 2008, FINRA sent Kildare a letter confirming
that FINRA had cleared Kildare’s request to submit a quote on the OTC Bulletin
Board for the Company’s common stock. Kildare advised the Company that the
Company’s stock began trading on the OTC Bulletin Board on Thursday, August 14,
2008 under the symbol BZEC.





On July
31, 2008, 19,006,840 shares of the Company’s common stock was issued to James
MacKay in accordance with the agreements and associated transactions resulting
in the March 30, 2006 assumption of control, management, and operations of the
Company by MKG, as approved by the Company’s prior Board and
counsel.  Per those transactions, the Company was required to provide
MKG or its nominees, delegees, and assigns 51% of the common stock of the
Company on a fully diluted basis.  The shares were issued to MacKay
pursuant to those obligations.  The Company had been previously unable
to satisfy this obligation because the Company’s reverse stock split had not yet
been approved by FINRA and completed and there were not enough shares of common
stock.  As a result of this issuance, MacKay presently possesses 51%
of the common stock of the Company on a fully diluted basis.





On July
31, 2008, 160,000 and 100,000 shares of the Company’s common stock were issued
to DBD Consultation Limited and Fernardo Martinez respectively pursuant to
certain stock subscription agreements for their pre-reverse stock split
investments of $160,000 and $100,000 respectively.  Under the
agreements, the purchase price was $0.10 pre reverse stock split or $1.00 post
reverse stock split.





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





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





Certain
statements contained in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this report are
forward-looking statements that involve risks and
uncertainties.  These statements relate to future events or our future
financial performance.  In some cases, forward-looking statements can
be identified by terminology such as "may," "will",
"should",  "expect", "anticipate", "intend", "plan", "believe",
"estimate", "potential", or "continue", the negative of these terms or other
comparable terminology.   These statements involve a number of
risks and uncertainties.   Actual events or results may differ
materially from any forward-looking statement as a result of various factors,
including those described above and in the Company’s last Form 10-KSB for 2006
and 2005 under "Risk Factors".  We have no obligation to release
publicly the result of any revisions to any of our "forward-looking statements"
to reflect events or circumstances that occur after the date of this Report or
to reflect the occurrence of other unanticipated events.





THE
COMPANY’S FOCUS ON FOREIGN MARKETS UNDER MKG





Prior
management’s focus was on securing U.S. Food and Drug Administration (“FDA”)
approval to distribute the BDS in the U.S. Under MKG, the Company has reoriented
its energies towards generating sales in foreign markets with significant
populations of women, where MKG has significant industry and government
relationships, where the need for the BDS appears compelling, and where the
regulatory hurdles are not as burdensome.  Included among the foreign
markets are China (including Hong Kong, Taiwan and Macau), India, the
Philippines, Indonesia, Malaysia, Singapore, Vietnam, and other parts of Asia,
Mexico, Latin America, the Caribbean, Africa, Europe, and the Middle
East.  The initial countries MKG are focusing on account for
approximately one half of the world’s female population.  As
articulated in the recent October 15, 2007 Time article, MKG recognized from the
outset that breast cancer is no









10





longer an
affliction which only concerns certain segments of women in the U.S. and Western
Europe but is tragically a global challenge.  Given the nature of the
BDS, the Company believes that the BDS can play a role to help save lives in
foreign countries, which for a variety of reasons may not have the detection
technologies present in the U.S. and Western Europe.





Since
2007, MKG has been working with leading government, medical, distribution, and
manufacturing representatives, agencies, and institutions in China, India, the
Philippines and other parts of Asia to incorporate the BDS as part of early
detection and awareness initiatives. Since 2007, MKG has also been working with
those representatives, agencies, and institutions to manufacture the BDS device
and sensors overseas; to conduct clinical trials, including joint U.S.-Asian
trials; to further develop the BDS device and sensors for screening purposes;
and to further develop the BDS device and sensors for cancers other than breast
cancer.





Under
MKG, the Company is continuing its efforts to secure U.S. FDA approval and since
2007 worked with regulatory, clinical, medical, legal and other experts towards
that end. The Company believes that the government and industry relationships,
the possible significant clinical data and research and development (including
as it may pertain to screening and other cancers), and revenues it secures
abroad will facilitate its efforts to secure U.S. FDA approval.





MKG
Initiatives in Foreign Markets





Since
2007, MKG continued to meet with significant government, healthcare,
distribution, and manufacturing contacts to distribute, manufacture, and develop
the BDS in foreign markets. MKG strategy is to form strategic alliances, in the
form of a joint venture or sublicense, with entities with significant funding,
government relationships and distribution networks, especially those associated
with hospital systems, regulatory expertise, and manufacturing capabilities. The
joint venture assumes all responsibilities and expenses within the designated
territory to distribute the BDS, secure regulatory approval for the BDS, conduct
clinical trials and development, and in some cases to manufacture the
BDS.





To help
ongoing strategic initiatives in Asia, the Company and MKG opened an office in
Hong Kong in April 2008. The office oversees and is responsible for our ongoing
demonstrations and our sales, regulatory, and other strategic initiatives in
Asia, including the People’s Republic of China, Hong Kong, Taiwan, India, the
Philippines, Japan, Indonesia, South Korea, Vietnam, Singapore, and Malaysia.
 The new office is located at 3412, China Merchants Tower, 168-200
Connaught Road, Sheung Wan, Hong Kong. The new office is headed by David Hong,
who will head Biofield operations for all of Asia. Educated in the United States
and England, Mr. Hong previously helped oversee distribution, sales and business
development for Asian and multinational companies in a variety of diverse
industries in the People’s Republic of China, Hong Kong, Macau, Taiwan,
Philippines, Thailand, Malaysia, Indonesia, Japan and the United States, serving
as CEO, a board member, director for the Asian-Pacific Region, director for
business development, and other capacities. He helped oversee distribution,
sales, promotions, and business development in the Asian-Pacific Region for such
companies as 7-Eleven, KFC, Sands, 3M, Audi, Budweiser, Citibank, J. Walter
Thompson, and Nestle, among others. He was also a licensed financial controller
within the insurance industry for more than 10 years, and has extensive logistic
management experience. Mr. Hong is working with significant contacts within the
Chinese healthcare industry, including Chinese health and other officials,
hospitals, doctors, pharmaceutical and insurance companies to promote and
demonstrate Biofield’s technology.




China





In 2007,
MKG had discussions with representatives of Chinese government, including those
associated with China’s state and military hospitals, about potential orders of
the BDS and sensors.  Chinese representatives expressed significant
interest in the BDS and discussed, among other things, potential orders for
Chinese hospitals; designating top Chinese medical institutions and doctors to
work with the Company on additional clinical trials and R&D
including joint U.S.-Chinese trials and including on screening and cancers other
than breast cancer; incorporating the BDS into Chinese early detection
initiatives and a cancer fund established for the indigent.








11




From the
middle of 2007 to the first part of 2008, significant discussions occurred in
Shanghai, Beijing, Hong Kong, Guangdong Province, Tianjin, Guangxi Province,
Taiwan and Macau with leading Chinese healthcare bureaus, officials, medical
institutions, and physicians.  Successful demonstrations were
conducted in Shanghai, Beijing, and Hong Kong.  Several Chinese
government and hospital representatives also attended the Company’s well
received breast cancer symposium in Manila in the fall of 2007. In March-April
2008, an initial demonstration of the BDS was successfully conducted in Shanghai
at the facilities of a division of Chinese government organization which is a
leading testing center in Shanghai involved with reviewing and bringing new
healthcare technologies to China.  Additional demonstrations are
planned in Shanghai for training, studies and data collection-related
purposes.  The Company has received significant interest from leading
Chinese entities interested in distributing the BDS in China and is evaluating
each opportunity. The Company believes that orders for the BDS device and
sensors will be placed in Shanghai, Beijing, Hong Kong, Guangdong Province,
Guangxi Province, Taiwan and Macau commencing the fall of 2008 and is working
with facilities in the United States and China to manufacture the BDS device and
sensors.  The Company is also working with leading Chinese
representatives to secure the governmental authorization to distribute and
possibly manufacture the BDS device and sensors in China.




In
April-May 2008, demonstrations of the BDS were conducted in Shanghai before
Shanghai Jiashen Lifecare Investment Management Company Limited (CareLife) at
the Shanghai International Medical Exchange Centre, a division under the
Shanghai Municipal Health Bureau (SIMEC), a leading testing center in Shanghai
for new medical technologies for China. Patients with known malign and benign
tumors were tested; each time BDS accurately identified the nature of the tumor.
A follow-up trip was arranged to train doctors and technicians closely related
to SIMEC and to begin to collect data for studies in Shanghai, China’s largest
city considered the heart of China’s medical community.






As result
of the Shanghai demonstrations, MKG has signed a memorandum of understanding
(MOU) with Carelife’s appointed agent, China International Medical Exchange Ltd
(CIME), to form a joint venture in China with Carelife.  Carelife
works with the Shanghai Municipal Health Bureau and leading Chinese medical
testing centers, insurance companies, financial institutions, businesses
(domestic and foreign), hospitals, and doctors to provide healthcare coverage
for persons referred by banks and insurance companies in China and is setting up
medical centers throughout China. One of Carelife’s focuses is to provide health
coverage for cancer. Carelife is also setting up an electronic data collection
system to collect critical medical data to help early detection.  CareLife
is working with insurance company and banking partners mandating at least 1 BDS
test per year as part of its members’ policy eligibility/renewal. The tests can
be paid utilizing smartcards provided by MKG affiliate, Versa Card, Inc, which
can also aid Carelife’s data collection system by recording individual usage,
medical history and other information. Given China’s challenges with counterfeit
or substandard medical technology, Carelife has also asked MKG to protect each
of the BDS devices, 18 single-use sensors needed for each BDS test, and
smartcards used to pay for each BDS test with a leading anti-counterfeiting
technology. MKG has appointed True Product ID, Inc. (TPID)  as the
exclusive provider for the anti-counterfeiting solutions for the Carelife joint
venture, and TPID has accepted the appointment and agrees to provide such
anti-counterfeiting solutions.




The
closing documents were executed at the June 16 signing ceremony covered by media
in mainland China and Hong Kong for the new Chinese national healthcare JV
arranged by James MacKay and MKG -- Worldwide Lifecare Limited (the Carelife JV)
-- which will provide Biofield’s Breast Cancer technology and other
comprehensive medical technology and services in China.




The
Carelife JV will open a network across China of medical clinic centers, call
centers and data centers for R&D. The first medical clinic center will open
in October 2008 at Carelife’s China Headquarters in Shanghai. In partnership
with China’s National Labor Union and funded with an investment by Chinese
Government and others of approximately US$363 million, the Carelife JV will open
more than 500 medical clinic centers across China before 2012 at




12




different
Labor Union centers covering 60% of China’s urban population. This national
network will be part of China’s national healthcare program to instill best
healthcare management practices and to address critical problems related to its
aging population. China’s top insurance companies (China Life Insurance and Ping
An Insurance) and top bank, China Industrial Commercial Bank, have agreed to
refer subscribers, employees, and clients to join the Carelife
network.




The
Carelife JV will provide Biofield’s BDS technology, among others, through this
national 500+ medical clinic center network. The medical clinic centers will
also introduce BDS to hospitals and government-owned medical care units for
China’s general population. Carelife’s target diagnostic penetration rate in
urban China is 20% - representing at least 25 million diagnoses per year by
2012.  The Carelife JV will also help arrange for the BDS device to be
manufactured in China.




This
National Healthcare Network will also provide its members the latest smartcard
and anti-counterfeiting technology from Versa Card Inc. and True Product ID,
Inc. Versa Card’s medical smartcards will allow Carelife members to make
membership, healthcare-related and other payments and will also provide an
electronic data base for members’ medical records and history. TPID’s S-DNA and
KMACK technology will protect members’ medical smartcards as well as the medical
devices, sensors and other products provided to members against the
counterfeiting and substandard quality epidemic in China.




In
response to the critical demand in China for quality elderly healthcare, the
Carelife JV will also develop the first medical and elderly care integrated
community in China. The exclusive community will be set up on a 450 acre site in
Shanghai and will provide housing, a resort and a medical center for the elderly
and their families in China. China looks for this project to be the model
solution for its aging population which can be replicated across China. The
communities will act as a gateway to introduce the latest medical technology to
China and provide valuable medical information. These exclusive communities hope
to attract clientele not just in China but from other parts of Asia and the
world.




A lease
has been signed for a new China HQ at an exclusive government owned building in
Shanghai. The new China HQ will oversee and manage the Carelife JVs, which will
distribute, test, further develop, and gather critical medical data from the
Biofield Diagnostic System (BDS) and other medical technology in conjunction
with leading Chinese governmental healthcare organizations, hospitals, testing
centers, doctors, medical organizations, insurance companies, and
banks.




Extensive
discussions are taking place with the Chinese Ministry of Health and Chinese
Food and Drug Administration to form a strategic alliance between them and MKG
which would expand the distribution of the BDS device and sensors in China from
the 500 Bio Centers to China’s state-owned and military hospitals.




MKG has
also signed a memorandum of understanding with Fame Star Investment Limited
(FSIL) to form a new JV to distribute, test, further develop, and gather medical
data from BDS and other medical technology in Hong Kong and Macau. With FSIL’s
strategic relationships within the healthcare community in Hong Kong and Macau,
the new JV will work with, and distribute BDS to, leading clinical testing
centers, hospitals, and medical institutions in Hong Kong and Macau to prepare a
medical study and clinical trial for BDS in Hong Kong, which published results
can be recognized throughout Hong Kong, Macau and elsewhere.




On June
23, 2008, the Company reported that world renown biotech expert and
entrepreneur, Dr. Dominic Lam, has accepted its Board’s invitation to become its
new chairman. Dr. Lam takes over for James MacKay, who will remain on the Board.
Dr. Lam’s achievements have been recognized at the highest levels in China and
the United States. Dr. Lam has received the Presidential Medal of Merit from
President Bush who also appointed him to a Presidential Committee in 1989. Dr.
Lam obtained his bachelor, masters and doctorate degrees by the age of 22,
studied under two Nobel Laureates at Harvard Medical School before joining the
Harvard Faculty at Harvard and subsequently at Texas Medical Center in Houston.
In 1985, he started the first biotech company in Texas, took it public in 1988
and was widely recognized as the Father of Texas Biotechnology. In 1989, he was
invited to establish the Hong Kong




13




Institute
of Biotechnology to help Hong Kong’s high tech development.  In 1993, Dr.
Lam founded LifeTech Group to develop, manufacture and market the best Eastern
and Western healthcare products. Dr. Lam is also a well-known philanthropist who
first brought “Project Orbis”, the flying eye hospital, to China in 1982. To
pursue his charitable mission, Dr. Lam moved back to Hong Kong in 1999 and
founded the World Eye Organization to prevent and treat eye diseases for the
poor, initially in China and subsequently around the world. Dr. Lam has authored
over 100 research articles, some of them in prestigious journals such as Nature,
6 books published by MIT and holds over 17 U.S. and international patents. In
2001, one of Dr. Lam’s patents entitled “Edible Vaccines” was named by MIT as
one of “five patents that will transform business and technology” and by Time
Magazine as one of ten most important developments in the 21st
century. Dr. Lam has received numerous honors and awards, including honorary
professor at the Chinese Academy of Science (1985), the US High Tech
Entrepreneur of the Year (1989) and Asian Society Man of the Year
(1991).




According
to the U.N., there are over 172 million women in mainland China, Hong Kong, and
Macau ages 40-70 years old.  According to the International Agency for
Research on Cancer, the breast cancer incidence rate in China is 18.7 per
100,000.





India





Since
2007, MKG has had discussions with hospital, medical and distribution
representatives from India, including those associated with certain national,
regional and municipal government entities and leading hospital systems and
distribution networks in India, about the distribution of the BDS in India.
Following the successful demonstration of the BDS at the October 24, 2007 major
breast cancer detection symposium in Manila, which was attended by leading
Indian representatives, there was significant interest from Indian
representatives about potential significant orders and about distributing and
securing regulatory approval for the BDS in India and other countries in the
Indian subcontinent including Nepal and Bangladesh. The Company expects to
conclude a distribution arrangement in India in 2008 and to generate purchase
orders for 2009.





According
to the U.N., there are over 103 million women in India ages 40-70 years old.
According to the International Agency for Research on Cancer, the breast cancer
incidence rate in India is 19.1 per 100,000.





The
Philippines, Indonesia and Malaysia





In 2007,
MKG had repeated meetings with, and have conducted demonstrations for,
significant government, church, healthcare, and distribution representatives in
the Philippines. On March 8, 2007, MKG delivered a BDS device and three cases of
sensors to a hospital in the Philippines.  The hospital has started to
take the unit to the provinces as part of their mobile health systems
services.  MKG believes that the Filipino Government and the Catholic
Church in the Philippines will publicly endorse the BDS as part of national
initiatives promoting early detection of breast cancer.  In 2007
certain bills were introduced before the Filipino Congress (S.B. No. 78, The
Breast Cancer Detection Act of 2007, and S.B. 1815, an Act Creating a Center for
Breast Cancer Control and Prevention), which would require local government
units to conduct a quarterly breast cancer detection program and would establish
the Center for Breast Cancer Control and Prevention.





In
October 2007, MKG formed a joint venture with Eastern Petroleum Corporation, one
of the leading business and petroleum companies in the
Philippines.  The joint venture is called the MacKay Eastern Medical
Group (“MacKay Eastern”) and will bear the exclusive responsibility and expense
to distribute, market, gain regulatory approval for, and further develop the BDS
and related technologies in the Philippines, Indonesia and
Malaysia.  In October 2007, an initial order of 10 devices and 20
cases of sensors was sold and delivered to the joint venture.





On
October 24, 2007, the joint venture presented the BDS at a major breast cancer
detection symposium in Manila attended by approximately 200 guests, including
representatives from 100 of the top hospitals and medical institutions in the
Philippines and government and industry representatives from the Philippines,
China and India.


14


Following
the successful demonstration of the BDS at the October 24, 2007 major breast
cancer detection symposium in Manila, discussions are taking place about
potential significant orders to be delivered in 2008.





In late
2007 through the middle of 2008, MacKay Eastern began launching and conducting
demonstrations and testing of the BDS device and sensors in parts of the
Philippines.  In December 2007, MacKay Eastern launched the BDS device
and sensors in General Santos City.  In 2007, it also began working
with certain hospitals and clinics in the Philippines.  In 2007, it
also began setting up centers in shopping malls where there was significant
consumer traffic.  The ideal for these centers was that Filipinos
could readily receive the 20 minute Biofield Breast Examination while they
attended to their routine purchases. Since late 2007, MacKay Eastern has worked
closely with leading national and city representatives regarding government
initiatives to provide breast cancer detection for government
employees.





The
Company anticipates receiving purchase orders for the BDS devices and sensors in
2008, including from representatives associated with national, city, and
municipal Filipino government, including the Congress of the
Philippines.  These potential purchase orders would be associated with
the possible enactment of the new breast cancer detection legislation and
national initiatives discussed above by the Congress of the Philippines, which
believes that the Company and its technology can play a significant role in the
national initiatives.





According
to the U.N., there are over 22.45, 8.5, and 3 million women ages 40-70 years old
in Indonesia, the Philippines and Malaysia respectively. According to the
International Agency for Research on Cancer, the breast cancer incidence rate in
Indonesia, the Philippines, and Malaysia.





Mexico





In
January 2007, on behalf of the Company, certain representatives successfully
conducted patient demonstrations and seminars of the BDS in Mexico City before
more than 50 OB/GYN and other physicians, nurses, officials, and representatives
from leading hospitals, clinics, laboratories, pharmaceutical companies, and
other health providers based in Mexico and other countries in Latin America. The
demonstrations and seminars were conducted by a noted physician in Mexico City
on female patients with pre-confirmed malignant and benign tumors. Biofield’s
device tested successfully in the patient demonstrations, generating substantial
interest among Mexican OBY/GYN and healthcare communities. The purpose of the
demonstrations and seminars was to introduce Biofield’s technology to leading
opinion makers in the Mexican healthcare community and to seek to secure
purchase orders for the device and sensors. Subsequent meetings and discussions
have taken place with leading hospitals, clinics, physicians, and other opinion
leaders in Mexico, many of which also have clinics, stores, or other facilities
in other Latin American countries. Presentations of Biofield’s technology were
also made on Mexican TV.  (See Company’s press release dated February
23, 2007, a copy of which is available online at www.biofield.com.)





Continued
discussions have taken place with the Mexican representatives who conducted the
Mexico City demonstration (as well as with other
representatives).  Discussions have taken place about sublicensing the
BDS for Mexico and Spanish-speaking countries in Latin America, purchase orders
for the BDS devices and sensors and securing regulatory approval and
establishing manufacturing facilities for the BDS in
Mexico.  Significant interest has been generated from
Mexico.  MKG has been discussing sublicense arrangements with certain
Mexican representatives who were proceeding to secure the necessary funding to
conduct manufacturing, distribution and regulatory approval in
Mexico.





According
to the U.N., there are over 11.6 million women ages 40-70 years old in Mexico.
According to the International Agency for Research on Cancer, the breast cancer
incidence rate in Mexico is 26.4 per 100,000 respectively.







15






The Singapore
Sale


On
February 28, 2007, Biofield sold a BDS device and three cases of sensors to
leading distributor in Singapore. The gross proceeds totaled
$24,950.  The distributor is an industry leader in Singapore in
biomedical engineering, which serves all the major medical centers and hospitals
in Singapore.  The end user is a nationally and internationally
acclaimed institution in Singapore, which is recognized as an innovator for
cutting edge technologies, including those in the biomedical science industry
and medical device field, and for its commitment to public and community
service. The sale was the result of a tender which was awarded to the
Company.  In addition to using the BDS for diagnostic purposes, the
end user is conducting significant research which may impact the use of the BDS
for screening purposes.  The distributor believes its clients may be
interested in buying the BDS devices and sensors. (See Company’s press release
dated February 28, 2007, a copy of which is available online at
www.biofield.com.)





According
to the U.N., there are over 645,000 women ages 40-70 years old in
Singapore.





Other
Foreign Markets





Since
2007, MKG has had discussions with representatives in other foreign countries
concerning South Africa, Japan, and other countries in the Middle East and
Africa.  The Company under prior management presented the BDS to
leading government, hospital, and medical representatives from South Africa,
including First Lady Mbeki.  During the same trip, the Company met
with leading government representatives from Botswana.  Significant
interest was received including interest about transporting the BDS through
mobile van units.  There are currently several BDS devices in South
Africa.  The Company has also conducted demonstrations for leading
Japanese representatives. One of the Company’s prior clinical trials took place
in Japan.  Discussions have also taken place about distributing the
BDS in Middle Eastern countries such as Iraq, Saudi Arabia, United Arab
Emirates, Kuwait, Jordan, and Lebanon.  According to the U.N., there
are over 5.1 and 25 million women ages 40-70 years old in South Africa and Japan
respectively. According to the International Agency for Research on Cancer, the
breast cancer incidence rate in South Africa and Japan is 35 and 32.7 per
100,000 respectively.





The
Company also has had discussions with significant entities interested in
distributing and possibly manufacturing the BDS device and sensors in
Europe.  Many of the Company’s clinical trials occurred in Europe and
were conducted by and at some of the leading breast cancer experts and
institutions in Europe.  According to the European Network of Cancer
Registries, breast cancer is also the most common cancer in females in Europe.
It is estimated that in the year 2000 there were 350,000 new breast cancer cases
in Europe, while the number of deaths from breast cancer was estimated at
130,000. Breast cancer is responsible for 26.5% of all new cancer cases among
women in Europe, and 17.5% of cancer deaths.





THE
MKG MASTER LICENSE




As
reported in and attached to its Form 8-K filed July 31, 2007 available online at
http://www.sec.gov/
Archives/edgar/data/1007018/000112178107000222/0001121781-07-000222-index.htm,
which the reader is urged to read in its entirety, on July 27, 2007, the Company
signed a master license agreement (the “Agreement”) with MKG. Pursuant to the
Agreement, the Company granted to MKG an exclusive (even to the Company), sub
licensable, royalty-bearing, worldwide license to make, have made, use, import,
offer for sale, and sell devices, sensors and other products or services
incorporating the Company’s patented and unpatented breast cancer detection
technology, including, but not limited to, the BDS, the Biofield Breast Cancer
Proliferation Detection System, the Breast Cancer Diagnostic Device, and the
Biofield Breast Examination or BBESM (collectively, the “Technology”).  The Company also granted
MKG, on a worldwide basis, the Exclusive Distribution, Manufacturing,
Development, Clinical, and R&D Rights (as those terms are defined in the
Agreement) with regard to the Technology. Under the Agreement, MKG assumes from
the Company the sole responsibility and expense to market, manufacture, further
develop (clinically and technically), and otherwise commercialize the
Technology. MKG further assumes from the Company the sole responsibility and
expense to secure additional regulatory approvals and to conduct additional
clinical trials, as well as research and development.  MKG will also make
commercially
reasonable efforts to, among other things, further develop the Technology for
screening, as opposed to purely diagnostic, purposes and for cancers other than
breast cancer.


16





In return
for the exclusive worldwide license, MKG will pay the Company royalties based on
gross receipts received by MKG and its affiliates in connection with the
Technology. MKG must pay minimum royalties. In addition to royalties, MKG will
pay the Company licensing fees based upon certain milestones. The term of the
Agreement is 10 years with automatic renewals for additional 10-year terms
unless terminated by one of the parties pursuant to the terms of the
Agreement.





MKG is
working with the Company to best vend back the master license agreement into the
Company to maximize the return to the Company of anticipated sales in China and
the Philippines.  This would involve significant tax, regulatory and
other implications in the U.S. and Asia, which attorneys and a leading
accounting firm are currently consideration.





Developments
in the U.S.





In 2007,
the Company continued to transition its operations, facilities, inventory, and
clinical, technical, and financial records from its former offices in
Alpharetta, Georgia and California to the Company’s new office in King of
Prussia.  In July 19, 2007 the Company moved its principal executive
office from 1615 Walnut Street, 3rd Floor,
Philadelphia, PA 19103 and the contents of its former Alpharetta, Georgia
facility to King of Prussia Business Center, Suite C, 1019 West Ninth Avenue,
King of Prussia, PA 19406.  The Company has since developed a
strategic arrangement with the original inventor of the BDS device and his
company, Guided Therapeutics, Inc., formerly SpectRx, Inc. (“GT”).  GT
has certified manufacturing and regulatory facilities near Atlanta,
Georgia.  As described below, the Company and GT are working on a
collaborative arrangement whereby GT from its certified Atlanta facility would
help the Company’s operations in the United States and would help with the
updated design, development, manufacture, and regulatory certifications of the
BDS, while the Company and MKG focus on operations in China, the Philippines,
India, and other parts of Asia.  Accordingly, the Company is working
with its current landlord to terminate the lease respecting its King of Prussia
office and has moved its administrative offices back to 1615 Walnut Street,
Philadelphia, PA 19102.





In 2007
and 2008 Michael Antonoplos was appointed as a Company director and as the
Company’s interim chief executive officer and secretary.  Kenny Lau,
who helped spearhead the initiatives in the PRC, Hong Kong and Macau was also
appointed Company director.  In 2007 Michael Yom’s position changed
from president to chief operating officer. See the Company’s Form 8-K filed July
19, 2007. Mr. Yom resigned as chief operating officer effective January 21,
2008.  In late November 2007 Joseph Repko agreed to step down as the
Corporation’s interim chief financial officer (“CFO”) effective upon the
Corporation’s securing an outside certified public accountant (“CPA”), who would
help prepare its financial reports.  After another CPA disengaged to become
the chief financial officer for another company, the Corporation engaged its
current CPA on March 17, 2008.  The Corporation’s board of directors
thereafter formalized Mr. Repko’s resignation as the Corporation interim CFO
effective March 17, 2008 and appointed Michael Antonoplos the Corporation’s
chief accounting officer.  On June 10, 2008, Kenny Lau tendered his
resignation as a member of the Corporation’s board of directors and the Board
accepted Mr. Lau’s resignation on June 11, 2008. The resignation was not a
result of any disagreement with the Company but rather for personal reasons. Mr.
Lau was not a member of any committees of the Board of Directors.





On
January 23, 2008 the Company filed a Form 8-K reporting that on January 17,
2008, the Corporation issued 9,994,550 shares of common stock and 12,300,000
shares of voting preferred stock of the Corporation to Mr. MacKay to consummate
the debt conversion in accordance with the Long Agreement as approved by the
Company’s prior board and as re-ratified by the Company’s current board. Each
share of voting preferred stock entitles the holder thereto to two (2) votes.
The debt conversion occurred as follows:




Amount
      of
                Converted
      Debt
              Shares
      of Capital Stock of the
                Corporation
      to be Issued upon
                the
      Conversion (class of shares)
              Conversion
      Price
                per
      Share$   499,727.50
              9,994,550
      shares of common stock,
                par
      value $0.001/share
              $0.05/share$1,230,000.00
              12,300,000
      shares of Voting
                Preferred
      Stock, par value
                $0.001/share
              $0.10/share





As a
result of the issuance of common stock and voting preferred stock pursuant to
the debt conversion, the transfer of stock by LFCG to MKG pursuant to the Long
Agreement, and MKG’s assignment to Mr. MacKay (including 5,898,495 shares), Mr.
MacKay became the holder of shares of the Corporation's capital stock entitling
him to approximately 51.96% of all of the votes entitled to be cast by
stockholders of the Corporation on a fully-diluted basis.





As also
reported in the January 23, 2008 Form 8-K, on January 17, 2008, the Corporation
filed a Certificate of Designation which designated all 12,300,000 authorized
but undesignated shares of the Corporation's preferred stock as a series of
voting preferred stock, par value $0.001 per share. The Certificate of
Designation, the filing of which constitutes an amendment to the Corporation's
Fifth Amended and Restated Certificate of Incorporation, is attached as an
exhibit to the Company’s January 23, 2008 Form 8-K





The
Company continues to meet and have discussions with representatives with
significant financial and medical expertise to bolster the Company’s management,
board, and advisory board.  On June 23, 2008, following the
Corporation’s and MKG’s successful demonstration in Shanghai, the Corporation’s
board of directors appointed Dr. Dominic Man-Kit Lam to the Board.  On
the same day, James MacKay stepped down as chairman of the Board and the Board
appointed Dr. Lam as chairman of the Board.  Mr. MacKay will remain on
the Board.





Dr. Lam’s
achievements have been recognized at the highest levels in China and the United
States. Dr. Lam (60 years old) received the Presidential Medal of Merit from
President Bush who also appointed him to a Presidential Committee in 1989. Dr.
Lam obtained his bachelor, masters and doctorate degrees by the age of 22
(Lakehead University, B.S. Mathematics, 1967; University of British Columbia,
M.S. Theoretical Physics, 1968; University of Toronto, Ph.D. Medical Biophysics
1970). He studied under two Nobel Laureates at Harvard Medical School
(postdoctoral training) before joining the Harvard Faculty at Harvard (assistant
professor of physiology) and subsequently at Texas Medical Center in Houston. In
1985, he started the first biotech company in Texas (Houston Biotechnology,
Inc.), took it public in 1988 and was widely recognized as the Father of Texas
Biotechnology. He was also chairman of the board of directors and chief
executive officer of Agristar, Inc., a publicly listed Delaware corporation,
until its acquisition by another entity in 1999. In 1989, he was invited to
establish the Hong Kong Institute of Biotechnology to help Hong Kong’s high tech
development. In 1993, Dr. Lam founded LifeTech Group to develop, manufacture and
market the best Eastern and Western healthcare products. Dr. Lam is also a
well-known philanthropist who first brought “Project Orbis”, the flying eye
hospital, to China in 1982. To pursue his charitable mission, Dr. Lam moved back
to Hong Kong in 1999 and founded the World Eye Organization to prevent and treat
eye diseases for the poor, initially in China and subsequently around the world.
Dr. Lam has authored over 100 research articles, some of them in prestigious
journals such as Nature, 6 books published by MIT and holds over 17 U.S. and
international patents. In 2001, one of Dr. Lam’s patents entitled “Edible
Vaccines” was named by MIT as one of “five patents that will transform business
and technology” and by Time Magazine as one of ten most important developments
in the 21st
century. Dr. Lam has received numerous honors and awards, including honorary
professor at the Chinese Academy of Science (1985), the US High Tech
Entrepreneur of the Year (1989) and Asian Society Man of the Year (1991). A more
detailed CV of Dr. Lam is available at the registrant’s website,
www.biofield.com and www.Dominiclam.net.





In 2007,
the Company had continuing efforts associated with (1) manufacturing the new
prototype of the BDS device (in the U.S., China, Mexico and elsewhere) and (2)
reinitiating additional clinical trials in the U.S. which would help


17


facilitate
securing U.S. FDA approval.  The Company has had repeated discussions
with former representatives of the Company and physicians involved in developing
the BDS, clinical trials and development, and the use of the BDS for screening
purposes. Those discussions are in addition to the discussions MKG has had and
continues to have with leading representatives in China, India, the Philippines
and other foreign countries. Several of the representatives and physicians are
proceeding to obtain U.S. FDA approval for other technology.  Further,
the Company has had discussions and meetings with healthcare organizations in
the U.S. about additional clinical trials, the use of the BDS in women’s health
centers, and possible joint clinical trials with leading medical institutions in
Asia and Europe introduced by MKG.  Given the availability of patients
for clinical trials in Asia and MKG’s relationship with leading Asian medical
institutions, one of MKG’s goals is to conduct clinical trials in Asia with
leading Asian and Western medical institutions, which would facilitate efforts
to secure U.S. FDA approval. Finally, the Company has met with engineering and
design experts in the U.S. and China to manufacture the new prototype of the BDS
device and further develop the devise and sensors for
screening.  Device schematics are now being reviewed by experts in
China to manufacture the new prototype in China.  The Company is also
considering facilities in the U.S. which have been certified by the U.S. FDA
with regard to non-invasive cancer detection technology.





In
October 2007, the Company and MKG entered into a collaboration agreement with
SpectRx, Inc. (“SpectRx”)  (See SpectRx’s press release dated November
27, 2007 available at:  http://www.guidedtherapeutics.com/News/
Bio%20manufacture%20agreement%20November%2027%202007.pdf.)  The chief
executive officer of SpectRx, Dr. Mark Faupel, was one of the original inventors
of the BDS and has developed similar non-invasive cervical cancer technology.
Dr. Faupel and fellow SpectRx board member and international healthcare policy
expert, Dr. Ronald Hart, helped presented the BDS at the October 24, 2007 Manila
Breast Cancer Detection Symposium. SpectRx has certified manufacturing
facilities in the U.S. and will help the Company manufacture the BDS device for
potential purchase orders from Asia and elsewhere.  Upon
reestablishing manufacturing from the U.S. to fulfill more immediate purchase
order, discussions are occurring with SpectRx to manufacture the BDS in Asia.
SpectRx has CE Mark certification and will work with the Company to
expeditiously secure CE Mark certification from SpectRx’s facilities in
Atlanta.  SpectRx also has substantial experience before the U.S. FDA
and will work with the Company to reinitiate its efforts before the U.S.
FDA.  From his time at the Company, Dr. Faupel also has extensive
knowledge about the screening application for the BDS and will work with the
Company to further develop the BDS device, sensors, and sensor configurations
for screening purposes. SpectRx will also work with the Company and MKG to
conduct clinical trials, including joint U.S.-Asia trials, which may help the
Company’s efforts before the U.S. FDA and which relate to the application of the
BDS for screening and cancers other than breast cancer.  In turn,
using its significant relationships in Asia, MKG and the Company will help
market and distribute SpectRx’s cervical cancer technology in
Asia.  Subsequent discussions have occurred with SpectRx related to
helping manage the Company’s operations.





In 2007,
the Company has met with and is working with a leading sensor manufacturer to
manufacture the necessary quantities of BDS sensors.  The manufacturer
produced the sensors for the Company’s Singapore and Filipino orders and for
demonstrations in China and Manila.  The manufacturer and its
affiliates have manufacturing facilities in the U.S., Eastern Europe, China, and
India.  In fall of 2007, the Company visited the manufacturer’s
facilities in Shanghai.  The Company has also discussed with the
manufacturer about further developing the sensor for screening
purposes.





After
previously reducing its debt by $2 million in 2006, in 2007 the Company
continues to work towards further debt reduction.  In September 2007,
the Company eliminated $100,000 of salary owed to a former employee by issuing
100,000 shares at $0.10 per share.





LONG-TERM
STRATEGY AND GOALS





The long
term strategy and goal of the Company under MKG is to become a leading provider
of state-of-the-art medical and healthcare-related technology throughout the
world.  The Company’s immediate goal is the distribution and
manufacture of the BDS in foreign markets and subsequently in the U.S. upon
securing U.S. FDA approval.  The Company under MKG, however, is
working with medical experts in the U.S., Asia, the Middle East, and Europe on


18


advanced
medical and healthcare-related technologies other than the BDS, which MKG
can use its government and industry relationships in Asia and elsewhere to
distribute, manufacture and further develop.  While many of these
other technologies relate to women’s health and non-invasive technologies, other
technologies relate to fields such as hospital and data management, emergency or
triage management, diabetes, obesity, and childhood diseases and
care.





On the
BDS, the Company’s goal is to use MKG’s government, medical, distribution,
manufacturing and other relationships overseas to develop the BDS as a leading
breast cancer detection modality outside the U.S.  The initial focus
is on China, India, the Philippines, Indonesia, Malaysia, and
Mexico.  The Company under MKG will then extend to other parts of
Asia, Latin America, the Caribbean, Africa, Europe, and the Middle
East.  MKG is currently working with representatives from some of
those areas. With sales, acceptance and support from leading government,
medical, and industry representatives, clinical trial results, and further
research and development from those countries, the Company under MKG will
reinitiate efforts before the U.S. FDA to distribute the improved version of the
BDS in the U.S.





The
Company, under MKG, seeks to gain acceptance of the BDS overseas at many levels.
The first level is at the government level. Since 2007, MKG has been working
with significant government healthcare, hospital and other representatives in
China, the Philippines and elsewhere to incorporate the BDS at a national level
as part of national initiatives relating to women’s health and early awareness
and detection and to cancer programs and funds for the
indigent.  Discussions to date have generated interest from government
not only in potential purchase orders but also with respect to coordinating the
Company’s clinical and R&D efforts with leading doctors, hospitals, and
agencies; conducting joint U.S.-Asia clinical trials including on screening and
other cancers; securing the appropriate regulatory approvals; and manufacturing
the BDS overseas.





Second,
MKG has been working with leading foreign hospital and medical institutions,
which are considered to be influential opinion leaders in the
country.  Discussions to date have generated interest relating to
potential purchase orders and to potential joint clinical trials and development
as to the BDS with leading institutions and experts in the U.S. and Europe,
including on screening and other cancers.





The third
level relates to distribution.  MKG has been working with entities
which are considered among the leading businesses in the country and which have
established reputations, distribution networks, and manufacturing, logistics,
funding and other resources.  Some of these entities own, manage,
and/or operate hospital and medical networks.  Some are just leading
businesses in the country with established distribution networks and a history
and vision of helping the citizens of its country.





The
fourth level relates to manufacturing.  Since MKG has been working
with manufacturers in China and Mexico which are reviewing the schematics and
other materials relating to the prototype device.   MKG has also
been working with a sensor manufacturer with manufacturing facilities in China,
India, Eastern Europe, and the U.S.  MKG recognizes the importance of
properly reestablishing manufacturing given regulatory requirements here and
overseas.  Its intent is to first reestablish manufacturing of the
prototype device in the U.S. and then supplement and/or transfer manufacturing
to certified manufacturing facilities in China, India, Mexico and
elsewhere.  It is working with technical and regulatory experts in the
U.S. and Asia to properly reestablish manufacturing.  Its ultimate
goal is develop its own certified manufacturing facilities, whether in the U.S.,
Asia or elsewhere, which would obviate outsourcing and which allow manufacture
of other possible medical technology.





Ultimately,
the Company, under MKG, will reinitiate efforts before the U.S.
FDA.  To properly prepare for those efforts, MKG is working with
regulatory, medical, and legal experts in the U.S., some of which were involved
in the Company’s previous efforts, and which have substantial experience with
the U.S. FDA approval process.  MKG believes that by gaining potential
acceptance of the BDS (government, medical opinion makers and distribution) in
significant and heavily populated countries such as China, India, the
Philippines, Indonesia, and Mexico and by supplementing the Company’s prior
clinical trials and R&D with possible joint U.S.-Asia clinical trials in
countries which


19


population
size presents an ideal base for clinical trials, these efforts will help the
Company’s future efforts before the U.S. FDA.  China, India, the
Philippines, Indonesia and Mexico represent a significant percentage of the
world’s female population.





LIQUIDITY
AND CAPITAL RESOURCES





We have
financed our operations since inception almost entirely by the issuance of our
securities, interest income on the then unutilized proceeds from these issuances
and with loans or advances made directly, or guaranteed and collateralized, by
Dr. David Long and certain of his affiliates (until the MKG Acquisition) and by
MKG (after the MKG Acquisition).





At June
30, 2008, we had a working capital deficiency of $8,034,393.





Our total
assets were $25,910 at June 30, 2008. There were no cash and cash equivalents at
June 30, 2008.  For the six months ended June 30, 2008, there was a
decrease in cash and cash equivalents of $13,328, from $13,328 as of December
31, 2007.





Operating
Activities





During
the six months ended June 30, 2008, we had a net loss of $556,620, compared to
$507,469 for the six months ended June 30, 2007, an increase of $49,151 or 9.7%.
During the six months ended June 30, 2008, our net cash used in operating
activities was $369,014, compared to $260,930 for the six months ended June 30,
2007, an increase of $108,084 or 41.5%.  The increase was primarily
due to the Company’s efforts to update the design of BDS device and sensors for
distribution and manufacture in China, the Philippines and other parts of
Asia.





During
the six months ended June 30, 2008, accounts payable and accrued expenses
increased to $2,740,249, from $2,553,336 at December 31, 2007, an increase of
$186,913 or 7.4%.  The increase was primarily due to the Company’s
efforts to update the design of BDS device and sensors for distribution and
manufacture in China, the Philippines and other parts of Asia.





During
the six months ended June 30, 2008, we had depreciation and amortization in
connection with operating activities of $695 compared to $469 for the six months
ended June 30, 2007, an increase of $226.





Investing
Activities





There
were no investing activities during the six months ended June 30, 2008 and June
30, 2007.





Financing
Activities





During
the six months ended June 30, 2008, we had net cash provided by financing
activities of $355,686, compared to $258,785 for the six months ended June 30,
2007.  During the six months ended June 30, 2008, we had proceeds from
stock subscription of $100,000.  There were no stock subscriptions for
the six months ended June 30, 2007. During the six months ended June 30, 2008,
we had proceeds from issuance of notes payable of $147,551, compared to $224,395
for the six months ended June 30, 2007.  During the six months ended
June 30, 2008 we had an increase in advances of stockholder and related parties
of $108,135, compared to a decrease of $92,686 for the six months ended June 30,
2007.   During the six months ended June 30, 2008 and 2007 there
were no issuances of common stock, preferred stock, or common stock warrants nor
were there any common stock options or warrants exercised, other than the
aforementioned January 17, 2008 issuance of 9,994,550 shares of common
stock and 12,300,000 shares of preferred stock of the Corporation to Mr.
MacKay to help consummate the debt conversion in accordance with the March 2006
Long Family Agreement as approved by the Company’s prior board and as
re-ratified by the Company’s current board.


20


While we
have raised capital to meet our working capital and financing needs in the past,
additional financing is required in order to meet our current and projected cash
flow deficits from operations and development.  We are seeking
financing in the form of equity in order to provide the necessary working
capital.  We are engaged in several discussions with significant
funders, although we currently have no commitments for
financing.  There is no guarantee that we will be successful in
raising the funds required.





By
adjusting its operations and development to the level of capitalization,
management believes it has sufficient capital resources to meet projected cash
flow deficits through the next twelve months. However, if we are not successful
in generating sufficient liquidity from operations or in raising sufficient
capital resources, on terms acceptable to us, this could have a material adverse
effect on our business, results of operations, liquidity and financial
condition.





The
independent auditors report on our December 31, 2007 financial statements states
that our recurring losses raise substantial doubts about our ability to continue
as a going concern.





RESULTS
OF OPERATIONS





Comparison
of the three month period ended June 30, 2008 with the three month period ended
June 30, 2007.





There
were no sales in the three months ended June 30, 2007 and 2008.  We
cost of sales in the three months ended June 30, 2008 of $8,172 and $5,303 in
the same period in 2007.





The total
operating expenses for the three months ended June 30, 2008 and June 30, 2007
were $173,156 and $177,302 respectively, representing a decrease of $4,146 or
2.4%.  This decrease is due primarily to consultant’s expenses in
2008. Total operating expenses for these three months were related to selling,
general and administrative expenses.





Net
interest expense for the three months ended June 30, 2008 and June 30, 2007,
were $144,112 and $131,510, representing an increase of $12,602 or .10%. The
increase is a direct result of increased debt in the three months ended June 30,
2008.





As a
result of the foregoing, we incurred a net loss of $325,352 for the three months
ended June 30, 2008, compared to $314,115 for the three months ended June 30,
2007, an increase of $11,237, or 3.6%.





Comparison
of the six month period ended June 30, 2008 with the six month period ended June
30, 2007.





There
were no sales in the six months ended June 30, 2008. We had $24,950 in sales
revenue for the six months ended June 30, 2007.  We incurred $8,172 in
costs related to sales that did not materialize in the six months ended June 30,
2008.  The cost of sales was $8,435 for the same period in
2007.





The total
operating expenses for the six months ended June 30, 2008 and June 30, 2007 were
$261,533 and $260,965 respectively, thus representing an increase of
$568.  This increase is due primarily to consultant’s expenses in
2008.  Total operating expenses for these six months were related to
selling, general and administrative expenses.





Net
interest expense for the six months ended June 30, 2008 and June 30, 2007 were
$287,003 and $263,019, representing an increase of $23,984 or 9.2%. The increase
is a direct result of increased debt in the first quarter of 2008.





As a
result of the foregoing, we incurred a net loss of $556,620 for the six months
ended June 30, 2008, compared to $507,469 for the six months ended June 30,
2007, an increase of $49,151, or 9.7%.


21


PRODUCT
RESEARCH AND DEVELOPMENT





Material
research and development expenditures are expected during the next 12 months, as
the Company and MKG proceed to distribute and manufacture the BDS overseas,
further develop the BDS, and reinitiate efforts before the U.S.
FDA.  The Company and MKG have engaged and are working with the
original inventor of the BDS and his current company to help update the design
of the BDS, including the update of certain components of the BDS and for
screening purposes, so that the BDS can be distributed and possibly manufactured
in Asia.  The Company and MKG are also working with its current sensor
manufacturer to update the design of the BDS sensors, including for screening
purposes.  Under the master license agreement with MKG, much of the
expenses, with the exception of the efforts before the U.S. FDA, will be borne
on MKG or MKG’s sublicensees.  MKG is working with the Company to best
vend back the master license agreement into the Company to maximize the return
to the Company of anticipated sales in China and the Philippines, and attorneys
and a leading accounting firm are considering tax, regulatory and other
implications in the U.S. and Asia.





ACQUISITION
OR DISPOSITION OF PLANT AND EQUIPMENT





Overseas
sales of an updated version of the BDS device and sensors are expected to occur
during the next 12 months, including in the Philippines and in China (from the
more than 500 Bio Centers are being opened throughout China by MKG and its
Chinese partners).  We had minimal orders in 2007.  We are
also working to manufacture more devices and sensors for prospective
orders.  The acquisition of significant property, plant or equipment
is also expected during the next 12 months, as MKG and its sublicensee proceed
to distribute and manufacture the BDS device and sensors overseas and are
working with the original inventor of the BDS device and his company as well as
its current sensor manufacturer to distribute and manufacture the BDS device and
sensor in China, the Philippines, and other parts of Asia.  Much of
the expenses will be borne by MKG as the master licensee or MKG’s sublicensees.
MKG is working with the Company to best vend back the master license agreement
into the Company to maximize the return to the Company of anticipated sales in
China and the Philippines, and attorneys and a leading accounting firm are
considering tax, regulatory and other implications in the U.S. and
Asia.





NUMBER
OF EMPLOYEES





From our
inception through the MKG Acquisition on March 30, 2006, we relied on the
services of outside consultants and had two full time employees.  From
the MKG Acquisition to June 30, 2008, we relied on the services of MKG
representatives and outside consultants.  The Company and MKG have
engaged and are working with the original inventor of the BDS and his current
company to help update the design of the BDS, including the update of certain
components of the BDS and for screening purposes, so that the BDS can be
distributed and possibly manufactured in Asia.  The Company and MKG
are also working with its current sensor manufacturer to update the design of
the DBS sensors, including for screening purposes.





OFF-BALANCE
SHEET ARRANGEMENTS





None.





ITEM
3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
Applicable.





ITEM
4T.   CONTROLS AND PROCEDURES





Our chief
executive officer and chief financial officer (the “Certifying Officers”) are
responsible for establishing and maintaining disclosure controls and procedures
for our company and our subsidiary. Such officers have concluded (based upon his
evaluation of these controls and procedures as of the end of the period covered
by this report) that our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in


22


this
report is accumulated and communicated to management, including our principal
executive officers as appropriate, to allow timely decisions regarding required
disclosure.





The
Certifying Officers have also indicated that there were no significant changes
in our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no corrective
actions with regard to significant deficiencies and material
weaknesses.




Our
management, including the Certifying Officers, do not expect that our disclosure
controls or our internal controls will prevent all error and all fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. In addition, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Because of these inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.





CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING





As
required by Rule 13a-15(d), the Company's Chief Executive Officer and Chief
Accounting Officer, also conducted an evaluation of Biofield's internal controls
over financial reporting to determine whether any changes occurred during the
fourth fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
During the preparation of the Company's financial statements as of and for the
year ended December 31, 2007, the Company concluded that the then current system
of disclosure controls and procedures needed improvement, partly due to the
transition to new management, facilities, and auditors. As a result of this
conclusion, the Company initiated changes in internal control. It should be
noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system will be met. In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future
events.





Lack of
Adequate Accounting Staff





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





PART
II.                      OTHER
INFORMATION





Item
1.                          Legal
Proceedings





As result
of the Company’s arrangement with SpectRx. Inc. (now known as Guided
Therapeutics, Inc.) (“GT”), which CEO was the inventor of the BDS, and which
will help manage the Company’s operations and development of the BDS, the
Company has forwarded much of what was in its King of Prussia office to GT’s
certified manufacturing and regulatory facilities near Atlanta, Georgia, and
seeks to vacate the King of Prussia office.  The landlord of its King







23





both
sides are in discussions to work out a settlement terminating the
lease.  The monthly rent is approximately $3,500 and it is a 3 year
lease.




The
Company was also advised that a judgment in the amount of $16,228 has apparently
been entered against it and its former officer, Michael Yom, by a company called
Morgenstern & Associates.  The Company’s counsel was advised of
this matter only after judgment was entered and is considering appropriate
relief.  The Complaint only states that this company sues for the
price of goods sold and/or services provided on a book account, although the
Company’s present management is unaware of what goods and/or services were
allegedly provided by Morgenstern.








Item
1A.   Risk Factors





The U.S. FDA has Rejected
Our Most Recent Submission for Approval of the Biofield Diagnostic Device and
Reclassified Our Device





In March
2004, we submitted our application for clearance of our device, pursuant to the
U.S. FDA's 510(k) clearance procedure to KEMA for review prior to formal
submission to the U.S. FDA. KEMA subsequently recommended to the U.S. FDA that
our diagnostic device be approved.  In November 2004, we submitted our
application for formal submission to the U.S. FDA to approve our
device.





In
December 2004, the U.S. FDA notified us that it had reclassified by statute the
BDS into class III (Pre-market Approval) pursuant to Section 513(f) of the
Federal Food, Drug and Cosmetic Act. As a result of the U.S. FDA's
reclassification, we must, absent any subsequent reclassification, obtain PMA
approval prior to legally marketing or distributing our device.  The
basis of the U.S. FDA's decision was its determination that the device is not
"substantially equivalent to devices marketed in U.S. interstate Commerce...."
The U.S. FDA also informed us that although a manufacturer whose device is found
to be not substantially equivalent to a predicate device can request the U.S.
FDA to make a risk-based classification for its device, the U.S. FDA believes
that "based on the review of your device, general controls would be inadequate
and special controls difficult to develop, to provide reasonable assurance of
the device's safety and effectiveness."





Had the
FDA accepted our submission for clearance, we would have been able to commence
sales and marketing efforts in the U.S. immediately.  However, on
March 4, 2005, we were notified by the U.S. FDA that it had reviewed our
petition for reclassification and concluded that we have not demonstrated that
the device meets the criteria under section 513(a)(1) of the Federal Food Drug
and Cosmetic act (21 U.S.C.  360c (a) (1)) for classification into
class I or II. Therefore the device is automatically classified in class III
requiring approval through a pre-market approval.  Consequently, there
can be no assurance that we will ever obtain FDA clearance for the BDS. At a
minimum, we will likely experience significant additional expense and time in
order to obtain clearance for our device from the FDA.





As stated
above, at the same time it is proceeding to distribute and manufacture the BDS
in foreign countries, which are subject to different regulatory requirements
than those of the U.S. FDA, the Company under MKG is concurrently working with
regulatory, medical, clinical, legal and technical experts to reinitiate the
Company’s efforts before the U.S. FDA. The Company under MKG is prepared, and is
working with regulatory, medical, and clinical experts in the U.S. and abroad,
to proceed ahead to obtain PMA approval.  It is still assessing
however its options to reclassify its device. Given the interest it has
generated with government and medical representatives overseas, the prospect of
joint Asia-U.S. clinical trials and the number of potential clinical subjects in
heavily populated countries in Asia, the Company believes that its initiatives
overseas will help it when it resubmits before the U.S. FDA.  There
can be no reasonable assurance that the Company’s efforts to secure U.S. FDA
approval will be successful.





We Need to Obtain Financing
in Order to Continue Our Operations or We will Cease
Operations.


24





Prior to
the March 30, 2006 MKG Acquisition, we virtually had no cash.  From
December 2004 to March 30, 2006, we survived on some funding we obtained from
issuance of notes, sale of our shares abroad and advances made by Dr. Long and
his affiliates.  As of March 30, 2006, the Company owed Dr. Long and
his affiliates approximately $4.3 million.  We were unable to repay
the $1 million of 12% promissory notes which we issued in a private placement in
December 2003 and January and February 2004, when it became due on December 31,
2004. The $329,000 private placement notes and the $50,000 note to our placement
agent, both due on May 31, 2005, also remain unpaid.  All the notes
will bear interest (until paid) at 1.5% per month after the due dates. Prior to
the MKG Acquisition, we had been seeking long-term financing through investment
banking channels for over four years, but have not yet been successful in
obtaining adequate financing.  We stated in our 2005 Form 10-KSB that
unless such resources timely become available, we will be compelled to cease
operations.





The
situation did not materially change in 2007 nor 2006, as the Company, under MKG,
was focused on, among other things, the transition to new management and
facilities.  In 2007, the Company worked with several of its major
creditors on further debt reduction after reducing the Company’s debt by $2
million in 2006.  In 2007, the Company, under MKG, has begun to make
arrangements overseas, including China, India, the Philippines, Indonesia, and
Mexico, which should generate significant sales revenues, and which also has
generated interest from certain significant investors in the U.S. and
abroad.  In 2006, the Company, under MKG, relied on funding in the
form of advances by MKG and the issuance of certain notes.  There can
be no reasonable assurances that the Company’s funding/ sales efforts will be
successful.





We Anticipate Significant
Dilution of Our Current Stockholders in Obtaining Necessary
Funding





Our $1
million and $329,000 private placements and our $50,000 note to our placement
agent required us to issue (in addition to $1.4 million of short-term notes) an
aggregate of approximately 6.9 million shares of our common stock.  We
also issued 2.5 million shares to the holders of the notes under $1 million
private placement for not repaying the notes on December 31, 2004 and 897,500
shares when we defaulted in payment of $329,000 and $50,000 notes on May 31,
2005.  Due to our weak financial position, lack of operating history
and inherent risk attached with start-up projects, the cost of obtaining new
finance will continue to be very high, and if arrangements involve issuance of
shares, the future dilutions could be significant.





We Have a Limited Operating
History





We have
had a limited history of operations.  From our inception in October
1987 to the MKG Acquisition, we have engaged principally in the development of
our device, which has not been approved for sale in the United
States.  Consequently, we have little experience in manufacturing,
marketing and selling our products.  Since the MKG Acquisition, the
Company has utilized MKG’s foreign government, manufacturing, distribution, and
industry relationships to proceed to distribute the BDS
overseas.  Moreover, the Company under MKG is working with regulatory,
medical, clinical and manufacturing experts in the U.S. and abroad to
distribute, manufacture and further develop the BDS.  There can be no
reasonable assurances, however, that such efforts will be
successful.





We Expect to Continue to
Incur Significant Operating Losses Which Endangers our Viability as a
Going-Concern





Prior to
the MKG Acquisition, we had no established source of operating revenue and had
incurred net operating losses since our inception.  At December 31,
2005, we had an accumulated deficit of approximately $72
million.  These losses have resulted principally from costs incurred
in research and development and clinical trials and from general and
administrative costs associated with our operations.  Prior to the MKG
Acquisition, we expected operating losses to continue, mainly due to the
anticipated expenses associated with the pre-market approval process and
proposed commercialization of our device, research and development and marketing
activities and administration costs. Our continuing losses have caused our
independent accountants to qualify their audit report regarding our use of
"going concern" basis of accounting in preparation of our 2006 consolidated
financial statements.  The Company,


25


under
MKG, is now focused on distributing the BDS overseas based on MKG’s foreign
government, industry, and distribution relationships, which MKG believes will
not only generate significant revenues and potentially bring in investment, but
will also work with MKG and the Company to further develop the BDS, including
with respect to clinical trials and research and development. There can be no
reasonable assurances, however, that such efforts will be
successful.





Our Business May Never
Become Profitable





Prior to
the MKG Acquisition, our ability to achieve profitability will depend, in
substantial part, on our ability to obtain regulatory approvals in the U.S. for
our device, and to develop the capacity to successfully manufacture and market
our device within a reasonable time.  Prior to the MKG Acquisition, we
could not assure you when, or if, we will receive required regulatory approvals
to manufacture and market our device.  Accordingly, prior to the MKG
Acquisition, the extent of future losses and the time required to achieve
profitability, were highly uncertain.  The Company, under MKG, is
proceeding to distribute the BDS overseas and is working with government
representatives and regulatory, clinical and medical experts in the U.S. and
Asia to timely secure the appropriate regulatory approvals for the applicable
countries.  There can be no reasonable assurances that such efforts
will be successful.





Our Cash Flow Problems Have
Caused Us to be Delinquent in Payments to Vendors and Other
Creditors





Since
1998, our lack of financial resources has caused us to delay payment of our
obligations as they became due in the ordinary course of our
business.  Such delays have damaged some of our vendor and
professional relationships, and have caused us to incur additional expenses in
the payment of late charges and penalties.  As of June 30, 2008, we
had a working capital deficiency of $8.0 million and accounts payable, primarily
to service providers and vendors, aggregating approximately $1.4 million,
substantially all of which are past due. These amounts have increased since June
30, 2007. At June 30, 2008, we also owed our former employees approximately
$117,245, after issuance of 1,000,000 shares of our Common Stock to reduce the
debt. While it was consumed for most of 2006 in the transition to new management
and facilities, the Company, under MKG, worked to reduce it’s debt with several
of the major creditors.  There can be no reasonable assurances that
its efforts to further resolve debt will be successful.





We Will Require Significant
Additional Capital to Continue Operations Which May Not be
Available





Prior to
the MKG Acquisition, we expected that we would need significant additional
funding to complete all the steps necessary to receive approval from the FDA,
for operating expenses and for our marketing program.  Moreover, our
fixed commitments, including salaries and fees for current employees and
consultants, rent, payments under license agreements and other contractual
commitments, including commitments to previous service providers and others
which are contingent upon improvement in our cash position and have been
extended until some indefinite future time, are substantial and are likely to
increase.  Prior to the MKG Acquisition, we did not expect to generate
positive cash flow for at least several years, if at all, as revenues,
initially, are unlikely to cover funds required for operating expenses,
including the expected cost of commercializing our device.





Prior to the MKG
Acquisition





We could
not assure you that additional financing would be available when needed or, if
available, would be available on acceptable terms.  Since 2001 to the
MKG Acquisition, insufficient funds have prevented us from implementing our
business strategy and have required us to delay, scale back or eliminate certain
activities.  Since the MKG Acquisition, the Company under MKG has
garnered significant interest overseas for the BDS and is proceeding to generate
sales overseas and to secure funding here and abroad.  There can be no
reasonable assurances that such efforts will be successful.





We May Never be Able to
Bring Our Device to Market or Sustain Its Sales After Regulatory
Approval


26


Our
device faces a high degree of uncertainty, including the following:





·
            We
      may not be able to obtain United States regulatory approval. Obtaining
      regulatory approval may take significantly more time and cost
      significantly more money than anticipated.  Lack of United
      States regulatory approval has significantly affected our ability to sell
      our device outside of the United
States.


·
            We
      may not be able to produce our device in commercial quantities at
      reasonable cost.


·
            We
      may not be able to successfully market our device or find an appropriate
      corporate partner, if  necessary, to assist us in the marketing
      of our device. Our device may not gain satisfactory market acceptance. Our
      device may be superseded by another product commercialized for the same
      use or may infringe patents issued to others, which would prevent us from
      marketing and selling our device.


·
            After
      approval, our device may be recalled or withdrawn at any time as a result
      of regulatory issues, including those concerning safety and
      efficacy.





If we are
unable to successfully market our device or sustain its sales, our business,
financial condition and results of operations will be significantly and
adversely affected.





The
Company, under MKG, is proceeding to distribute the BDS overseas and has
cultivated significant foreign government, medical, distribution, regulatory,
and manufacturing relationship, which it believes will help reinitiate its
efforts before the U.S. FDA.  Among its foreign initiatives, MKG is
working with significant government, medical, distribution and industry entities
overseas to market, distribute, and promote the BDS.  The interest
generated so far overseas has been significant.  The Company, under
MKG, is also working with regulatory, manufacturing, clinical and technical
experts in the U.S. and overseas to manufacture the BDS in the U.S., China, and
Mexico, among other countries, at comparable manufacturing costs and at the
appropriate quality assurance levels.  There can be no reasonable
assurances that such efforts will be successful.





We are Currently Dependent
on a Single Product Which Has Not Yet Been Commercialized





We intend
to develop additional applications for our device, based on its core technology,
none of these applications is expected to result in a commercial product for at
least several years, if at all.  Consequently, until such time, if at
all, as our device is approved for commercial distribution in the United States,
limited distribution of our device overseas will account for substantially all
of our revenues, if any.  The Company, under MKG, is proceeding to
distribute the BDS overseas and is working with foreign government, medical, and
other experts to develop the BDS for additional applications such as screening
and diagnosis of other cancers.  Moreover, the Company, under MKG, is
working to acquire the rights to other medical technologies.  There
can be no reasonable assurances that such efforts will be
successful.





Our Contract Manufacturers
May be Unable to Produce Commercial Quantities of Our
Products





Our
current contract manufacturer for our device has not yet completed the redesign
of a new version of our device due to our delay in payment for its redesign
services and has not yet manufactured our device. We cannot assure you that it
will complete its redesign services or be able to manufacture in volume, when,
or if, the need may arise. If this situation occurs, our business could be
significantly and adversely affected.  Given the interest generated
overseas, the Company, under MKG, is considering many options with regard to
manufacture, both in the U.S. and overseas, including China, India, and
Mexico.  There can be no reasonable assurances that such efforts will
be successful.





If Our Single Source
Suppliers are Unable to Deliver, Our Business Would Suffer





For
certain services and components, we currently rely on single suppliers. If we
encounter delays or difficulties with our third-party suppliers in producing,
packaging or distributing our device and its components, market introduction and
subsequent sales would be significantly adversely affected. If we are required
to rely on alternative sources of supply, we cannot assure you that we will be
able to enter into alternative supply arrangements at


27


commercially
acceptable rates, if at all. If we are unable to obtain or retain qualified
suppliers and contract manufacturers on commercially acceptable terms, we will
not be able to commercialize our device as planned.  Our dependence
upon third parties for the manufacture and supply of our device and components
may significantly and adversely affect our ability to attain profitability and
our ability to manufacture and deliver our device on a timely and competitive
basis.





We May Not be Able to Apply
Our Technology to Other Uses and Products





We cannot
assure you that our technology will be approved and accepted for breast cancer
screening or for the detection of other cancers.  Furthermore, we also
cannot assure you, even if we can develop any new products or uses for our
current device that such products or uses would be approved by the FDA or by any
comparable foreign regulatory bodies, or would be commercially
viable.





We May Not Be Able to Obtain
Government Regulatory Approval to Market and Sell Our
Products





Regulation
by governmental authorities in the United States will be a significant factor in
the manufacture and marketing of our products, as well as our research and
development activities.  All of our proposed products will require
regulatory approval by governmental agencies before commercialization and our
products must undergo rigorous pre-clinical and clinical testing and other
pre-market approval procedures prescribed by the FDA. Various federal and, in
some cases, state statutes and regulations also govern or influence the
manufacturing, safety, labeling, storage, record keeping and marketing of
medical devices.  The lengthy process of seeking these approvals, and
the subsequent compliance with applicable statutes and regulations, will require
us to expend substantial resources.  If we fail to obtain or are
otherwise substantially delayed in obtaining regulatory approvals, our business
and operations could be significantly and adversely affected.  The
regulation of medical devices, particularly in Europe, continues to develop and
we cannot assure that, as new laws and regulations are adopted, these actions
will not have an adverse effect on us.





Our Device Will Be Subject
to Continuing Review by the FDA Which Could Impact On Our Ability to Sell It in
the Future





Any
changes to our device or the manner in which it is used after it is approved
will require additional approval by the FDA. Our failure to receive approval of
such a change on a timely basis, or at all, would have a significant adverse
effect on our business.





A Failure of Our Contract
Manufacturers to Comply with FDA Regulations Would Impact on Our Ability to Sell
Our Device





We cannot
assure that our manufacturers will be in compliance with the FDA's quality
system regulations and good manufacturing practices, when the FDA inspects them,
or that they will continue to maintain this compliance. A failure to maintain
compliance could significantly delay approval of our pre-market application to
the FDA for our device or prevent us from marketing it if we obtain this
approval, and would have a significant adverse effect on our
business.





If Foreign Regulatory
Approvals are Withdrawn, Our Business Will Suffer





We cannot
assure you that the foreign regulatory approvals that we have received, which
allow us to sell the prior version of our device in certain foreign countries,
will not be withdrawn or that our redesigned device, when completed, will
receive regulatory approval. Our failure to continue to maintain these approvals
or to obtain any additional foreign approvals could have a significant adverse
effect on our business.





Changes to Health Care
Reimbursement Regulations and Practices Could Adversely Affect
Us


28


Our
ability to successfully commercialize our products will depend, in part, on the
extent to which reimbursement for the cost of our products and related treatment
will be available from government health administration authorities, private
health insurers and other organizations.  These third-party payers are
increasingly challenging the price of medical products and
services.





Several
proposals have been made that may lead to a government-directed national health
care system.  Adoption of this type of system could further limit
reimbursement for medical products, and we cannot assure you that adequate
third-party coverage will be available to enable us to establish, and then
maintain, price levels sufficient to generate reasonable profit. In addition, we
also cannot assure you that the U.S. government or foreign governments will not
implement a system of price controls.  Any change in the existing
system might significantly affect our ability to market our products
profitably.





Health Care Insurers May Not
Reimburse for the Use of Our Products





Governmental
health authorities, private health insurers and other organizations may not
approve the cost for the use of our device as an authorized medical expenditure
under their programs, which would severely restrict the marketability of our
device.





Certain Foreign Governments
May Not Give Reimbursement Code for Our Device





Government
health authorities, especially in the countries where most of the reimbursements
flow through government agencies, may not provide us with a reimbursement code,
which is required for claiming the cost for the use of our device from
government agencies.  If we are unable to obtain such reimbursement
codes in major markets, marketability of our device may be severely
restricted.





We Expect to Encounter
Difficulty in Hiring Required Personnel and the Loss of any Key Personnel Could
Adversely Affect our Operations





As a
small medical technology company, we are heavily dependent upon the talents of
key personnel.  Due to lack of funding, we were unable to hire
permanent employees.  We use services of some of the ex-employees as
consultants when we have the cash and if they are available to perform the
required services.  Competition for qualified personnel in the medical
device and biotechnology industries is intense and we do not know if we will be
successful in our recruitment efforts.  If we are unable to attract,
and then retain, qualified personnel, our operations will be significantly
adversely affected.  Given the interest MKG has generated overseas,
the Company, under MKG, is working with experts in the U.S. and overseas on
distributing, manufacturing and further developing the BDS (clinically and
technically).  There can be no reasonable assurances that such efforts
will be successful.





Our Results of Operations
May Suffer if Foreign Trade is Restricted or Foreign Regulations are
Modified





Until we
receive approval from the FDA to market our device in the United States, our
revenues, if any, will be derived from international sales. A significant
portion of our revenues, therefore, may be subject to the risks associated with
international sales, including foreign regulatory requirements, economic or
political instability, shipping delays, fluctuations in foreign currency
exchange rates and various trade restrictions, all of which could have a
significant impact on our ability to deliver products on a competitive and
timely basis and our ability to achieve profitable operations.  Future
impositions of, or significant increases in the level of, customs duties, export
quotas or other trade restrictions could have a significant adverse effect on
our business.





We Face Substantial
Competition in the Medical Technology Field and May Not be Able to Successfully
Compete





The
medical technology industry is highly competitive, particularly in the area of
cancer screening and diagnostic products. We are likely to encounter significant
competition with respect to our device, as well as any other products that we
may develop.  A number of companies are engaged in the same field as
us, and many of these companies have significantly greater financial, technical
and marketing resources than us.  In addition, many of these companies


29


may have
more established positions in the industry and may be better equipped than us to
develop, refine and market their products.  Our inability to
successfully compete in the industry would have a significant adverse effect on
our business.





Our Device May be Rendered
Obsolete by Rapid Technological Changes





Methods
for the detection of cancer are subject to rapid technological innovation and we
cannot assure you that technological changes will not render our device
obsolete.  Likewise, we cannot assure you that the development of new
types of diagnostic medical equipment or technology will not have a significant
adverse effect on the  marketability of our
device.  Commercial availability of any new product could render our
device obsolete, which would have a significant adverse effect on our
business.





Product Liability Claims in
Excess of the Amount of Our Insurance Could Significantly Affect Our Financial
Condition





Our
business exposes us to potential product liability risks, which are inherent in
the testing, manufacturing and marketing of cancer detection products.
Significant litigation, none of which has involved us, has occurred in the past
based on allegations of false negative diagnoses of cancer.  While our
device does not purport to diagnose any patient, we cannot assure you that we
will not be subjected to future claims and potential liability. We cannot assure
you that claims against us arising with respect to our device will be
successfully defended or that any insurance which we then carry will be
sufficient to cover liabilities arising from these claims.  A
successful claim against us in excess of any insurance coverage, which we may
have, would, in most instances, deplete our assets and have a significant
adverse effect on our business.  Furthermore, we cannot assure that we
will be able to obtain or maintain liability insurance on acceptable
terms.





Our Contract Manufacturers
Use Potentially Hazardous Materials, the Replacement of Which Could Affect Our
Costs





Although
we do not manufacture any of our products, we understand that various cleaning
solvents, used in connection with the contract manufacture of our products, may
contain potentially hazardous materials.  As a result, our contract
manufacturers, in the future, could become subject to stringent federal, state
and local laws, rules, regulations and policies governing the use, generation,
manufacture, storage, air emission, effluent discharge, handling and disposal of
these materials.  We cannot assure you that we will not incur
significant future price increases imposed by our contract manufacturers to
comply with environmental laws, rules, regulations and policies, or that our
business will not be significantly and adversely affected by current or future
environmental laws, rules, regulations and policies or by any releases or
discharges of hazardous materials.





If We are Unable to Protect
Our Intellectual Property Rights, We Could Lose Our Competitive
Advantage





Our
commercial success will be dependent upon proprietary rights that we own or
license.  We cannot assure you that any of our patents will not be
invalidated or that our patents will provide us protection that has commercial
significance. Litigation may be necessary to protect our patent positions, which
could be costly and time consuming.  If any of our key patents that we
own or license is invalidated, our business may be significantly adversely
affected. In addition, other companies may have trade secrets or may
independently develop know-how or obtain access to our trade secrets, know-how
or proprietary technology, which could significantly and adversely affect our
business.





We Do Not Have the Financial
Resources to Enforce and Defend All of Our Intellectual Property
Rights





The
actions, which we may take to protect our intellectual property, may not be
adequate to deter misappropriation of this property. We currently do not have
adequate financial resources required to enforce, through litigation,
our


30


intellectual
property rights.  In addition, litigation could result in a
substantial diversion of managerial time and resources, which could adversely
affect our business.





Our Device May Infringe
Third Party Intellectual Property Rights





Other
companies may have obtained other proprietary rights to technology that may be
potentially useful to us. It is possible that a third party could successfully
claim that our device or its components infringe on its intellectual property
rights.  If this were to occur, we may be subject to substantial
damages, and we may not be able to obtain appropriate licenses at a cost that we
could afford and we may not have the ability to timely redesign our device. If
we are required to pay material damages or are unable to obtain these rights or
are unable to successfully redesign our device at a reasonable cost, our
business could be significantly and adversely affected.





Our Stock Price has Been
Volatile





The price
of our common stock has fluctuated substantially since our initial public
offering in 1996.  The market price for our common stock, like that of
the common stock of many other medical device companies, is likely to continue
to be highly volatile.





Our Principal Stockholder
Can Control Most Matters Requiring Approval by Our
Stockholders





On March
30, 2006, the Long Group entered into three agreements with MKG.  The
agreements provide, among other things, that MKG or its designee will hold a
controlling interest in the Company. As a result, MKG and/or MKG’s designee has
significant influence on the nomination and election of our directors, our
policies and the outcome of all important matters that are subject to the vote
of our stockholders.  This concentration of ownership, among other
things, also may increase our difficulty in raising necessary
financing.





We Lack Independent
Directors





We cannot
assure you that our Board of Directors will have independent
directors.  Our previous independent directors resigned in December
2002 due, among other things, to our potential inability to maintain directors'
and officers' liability insurance and to our financial inability to continue to
assure that we will operate as a going concern.  In the absence of a
majority of independent directors, our current three-member Board of Directors
could establish policies and enter into transactions without independent review.
This could present the potential for a conflict of interest between us and our
stockholders, and increases our difficulty in raising necessary
financing.  In addition, we cannot establish an audit committee or
compensation committee without independent directors, which could prohibit us
from listing our shares of common stock for trading on a recognized national
securities exchange or on any electronic exchange regulated by
NASDAQ.  The Company, under MKG, intends to restructure its board to
bring in independent directors as to preserve or prepare for future potential
listing opportunities.  There can be no reasonable assurances that
such efforts will be successful.





We May Issue Preferred
Stock





Our Board
of Directors has the authority to issue up to 12,300,000 shares of preferred
stock and to determine the price, rights, preferences, conversion and other
privileges and restrictions, including voting rights, of those shares without
any vote or action by our common stockholders.  The rights of the
holders of the common stock will be subject to, and could be materially
adversely affected by, the rights of the holders of any preferred stock that may
be issued in the future.  The issuance of preferred stock, while
providing flexibility in connection with corporate purposes, could have the
effect of delaying, deferring or preventing a change in control, discouraging
tender offers for the common stock, and materially adversely affecting the
voting rights and market price of the common stock.  On January 17,
2008, the Corporation issued 12,300,000 shares of voting preferred stock of the
Corporation to Mr. MacKay to consummate the conversion of the Converted Debt.
 Each share of voting preferred stock entitles the holder thereto to two
(2) votes. See the Company’s Form 8-K filed January 23, 2008.


31





Our Stockholders Could be
Adversely Affected by the Anti-Takeover Effects of Delaware
Law





We are
subject to the provisions of Section 203 of the General Corporation Law of the
State of Delaware.  In general, Section 203 prohibits a publicly held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person becomes an interested stockholder, unless the
business combination is approved in a prescribed manner or unless the interested
stockholder acquires at least 85% of the corporation's voting stock (excluding
shares held by certain designated stockholders) in the transaction in which it
becomes an interested  stockholder.  A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder.  Subject to certain
exceptions, an  "interested stockholder" is a person who, together
with affiliates and associates, owns, or within the previous three years did
own, 15% or more of the corporation's voting stock.  This provision of
the Delaware law could delay and make more difficult a business combination,
even if the business combination would be beneficial to the interests of our
stockholders, and also could limit the price certain investors might be willing
to pay for shares of our common stock.





We Do Not Expect that We
Will Pay Dividends





We have
never declared or paid any cash dividends on our capital stock and do not intend
to pay any cash dividends in the foreseeable future.





Our Obligation to Maintain
the Registration of Shares of Our Common Stock for Two Years Will be Costly and
May Lower the Market Price of Our Common Stock.





We are
required to maintain the effectiveness of the registration statement of the
shares issued in our $1 million and $329,000 private placements for two years
from the date of effectiveness.  The cost of maintaining such
effectiveness will affect the availability of funds for our business
operations.  Furthermore, sales of these registered shares of common
stock in the public market, or the perception that these sales could occur,
could adversely affect the trading price of our common stock and could impair
our ability to raise funding through an offering of our equity
securities.





If We Fail to Remain Current
on Our Reporting Requirements, We Could be Removed from the OTC Bulletin Board,
We Could be Investigated by the SEC or We Could Incur Liability to Our
Shareholders.





Companies
trading on the OTC Bulletin Board, such as us, must be reporting issuers under
Section 12 of the Securities Exchange Act of 1934, as amended, and must be
current in their reports under Section 13, in order to maintain price quotation
privileges on the OTC Bulletin Board. If we fail to remain current on our
reporting requirements, we could be removed from the OTC Bulletin Board. As a
result, the market liquidity for our securities could be severely adversely
affected by limiting the ability of broker-dealers to sell our securities and
the ability of stockholders to sell their securities in the secondary market.
Failure to remain current in our reporting obligations might also subject us to
SEC investigation or private rights of action by our shareholders.





Our Common Stock is Subject
to the "Penny Stock" Rules of the SEC and the Trading Market in Our Securities
is Limited, Which Makes Transactions in Our Stock Cumbersome and May Reduce the
Value of an Investment in Our Stock.





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain
exceptions.  For any transaction involving a penny stock, unless
exempt, the rules require:





·
            that
      a broker or dealer approve a person's account for transactions in penny
      stocks;


32


·
            and
      the broker or dealer receive from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.





In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:





·
            obtain
      financial  information and investment  experience
      objectives of the person; and


·
            make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has
      sufficient  knowledge and experience in
      financial  matters to be capable of evaluating the risks of
      transactions in penny stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Commission relating to the penny stock
market, which, in highlight form:





·
            sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
      suitability determination; and


·
            that
      the broker or dealer received a
      signed,  written  agreement from the investor prior to
      the transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules.  This may make it more difficult for investors to
dispose of our common stock and cause a decline in the market value of our
stock.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions.  Finally, monthly statements have
to be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks.





Stock Issued by the Company
is Subject to Rule 144 of the Securities Act of 1933





Stock
issued by the Company is subject to Rule 144 of the Securities Act of 1933 and
the restrictions therein.





In
addition to the above risk factors set forth in the Company’s Form 10-KSB for
fiscal year ending December 31, 2007, additional risk factors may arise as a
result of new management’s focus on distributing and manufacturing the BDS
overseas, especially in China.  These include risks associated with
the political and economic environment, foreign currency exchange and the legal
system in foreign countries. The economy of China and other foreign countries
differs significantly from the economies of the western industrialized nations
in such respects as structure, level of development, growth rate,
capital   reinvestment, repatriation, resource allocation,
self-sufficiency, rate of inflation and balance of payment positions, among
others. While certain foreign governments such as China have enacted laws
encouraging foreign investment, it remains to be seen how uniformly they will be
enforced and interpreted.





As to
China, a major focus of the Company, under MKG, the Chinese economy has
experienced significant growth in the past several years, but such growth has
been uneven among various sectors of the economy and geographic
regions.  Such development and growth may present risks to entities
operating in China.  Because of the challenges created by such growth,
the Chinese government has indicated and taken certain steps to control such
growth and address such challenges. Actions by Chinese government to control
inflation, for example, have restrained economic expansion in the recent past
across several industrial sectors.  Similar and continued actions by
the Chinese government in the future could have a significant adverse effect on
domestic economic condition in China. There can be no reasonable assurances that
there will not be any changes respecting Chinese government, economy, laws, and
regulation which may adversely affect the Company.





Item
2.                          Unregistered
Sale of Equity Securities and Use of Proceeds





None.








33





Item
3.                          
Defaults Upon Senior Securities





None.





Item
4.                          Submission
of Matters to a Vote of Security Holders





No matter
was submitted to a vote of our securities holders during the fiscal quarter
ended June 30, 2008, except for in connection with the 1 for 10 reverse stock
split discussed in Note 4 above.





Item
5.                          Other
information





Not
applicable.





Item
6.                          Exhibits
and Reports on Form 8-K





Exhibits





Exhibit
(31) Rule 13a-14(a)/15d-14(a) Certification by Michael J. Antonoplos (Chief
Executive Officer and Chief Accounting Officer)





Exhibit
(32) Section 1350 Certification by Michael J. Antonoplos (Chief Executive
Officer and Chief Accounting Officer)


34








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.





Date:  August
      19, 2008
            
            BIOFIELD
      CORP.By:
            /s/
      Michael J. Antonoplos
              Michael
      J. Antonoplos
              Chief
      Executive Officer and Chief Accounting
Officer





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