SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 (Amendment # 1)

(Mark One)

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

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



                         Commission file number: 0-27848


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


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


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


                                 (770) 740-8180
                           ---------------------------
                           (Issuer's telephone number)


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

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

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


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

                                 BIOFIELD CORP.

                                   FORM 10-QSB

                                      INDEX


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

PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

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

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

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

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

             Notes to Unaudited Condensed Consolidated Financial
             Statements                                                  12

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

Item 3.      Controls and Procedures                                     19

PART II.     OTHER INFORMATION

Item 1.      Legal Proceedings                                           19
Item 2.      Changes in Securities                                       19
Item 3.      Defaults Upon Senior Securities                             20
Item 4       Submission of Matters to a Vote of Security Holders         20
Item 5.      Other Information                                           20
Item 6.      Exhibits and Reports on Form 8-K                            20


SIGNATURES                                                               21


                                        2
<PAGE>

PART I.  FINANCIAL INFORMATION



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

                                                         September 30,    December 31,
                                                         ------------     -----------
ASSETS                                                           2003            2002
                                                           (Unaudited)       (Audited)
<S>                                                      <C>             <C>
CURRENT ASSETS:
  Cash and cash equivalents                                     4,166           1,413
  Accounts receivable                                          71,000          71,000
  Inventories                                                  83,438          83,438
  Other current assets                                          4,232          34,017
                                                         ------------    ------------
    Total current assets                                      162,836         189,868

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

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

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

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

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


See notes to unaudited condensed consolidated financial statements.

                                        3
<PAGE>

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


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


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

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

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


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

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

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


See notes to unaudited condensed consolidated financial statements.

                                        4
<PAGE>

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

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


                                        5
<PAGE>

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

                                                                                                                        (Continued)
</TABLE>


                                        6
<PAGE>

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

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


                                        7
<PAGE>

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

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


See notes to consolidated financial statements.

                                        8
<PAGE>

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

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

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

</TABLE>


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

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

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

                                                                                                                      (Concluded)
</TABLE>


See notes to consolidated financial statements.

                                        9
<PAGE>

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


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

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

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

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

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


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

                                       10
<PAGE>

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


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

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

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

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

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

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

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

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


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

                                       11
<PAGE>

BIOFIELD CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

In the first quarter of 2003, the Company instituted a cost reduction program
that included lowering salaries of its six then current employees and some of
its consultants, minimizing use of outside consultants, arranging with its
employees and a consultant to accept options to acquire the Company's Common
Stock for a portion of their services, and limiting its marketing activities. In
January 2003, Dr. Long advanced $475,000 to enable the Company to meet its then
projected minimum financial requirements through March 31, 2003. Commencing
April 16, 2003, the Company has not been able to meet its current payroll
commitments. The Company has granted options to purchase an aggregate of 514,227
shares of its common stock at $0.33 per share, the closing market price of the
Company's common stock on the date of the grant, to its employees in lieu of
cash remuneration due to them during the first four months of 2003. All six
employees, except one, have continued to support and serve the Company and have
agreed to the deferment of the payment of the salary due to them, payable with a
100% premium thereon, at such time, if at all, as the Company obtains adequate
financing to make such payment.

In June 2003, the Company's bank line of credit was increased by $200,000 upon
deposit with the bank of additional collateral provided by Dr. Long and certain
of his affiliates, which amount has been drawn down. During the third quarter of
2003, Dr. Long advanced an additional amount of $35,000 to the Company.

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

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

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

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

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

                                       12
<PAGE>

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

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

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

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

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

Overview

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

In 2001 and 2002, our major efforts were focused primarily in connection with
the actions necessary to seek FDA approval to sell our device in the United
States, to market our device in certain overseas markets, to redesign our
device, and to source funds for our future operating and capital needs. Despite
our efforts, we were unable to obtain adequate third party funding to pursue our
business goals or to cover our operating costs. As a result, Dr. David Long and
certain of his affiliates have funded our minimum operating cash requirements in
2002 and 2003.

In the first quarter of 2003, we instituted a cost reduction program that
included lowering salaries of our six then current employees, minimizing use of
outside consultants, arranging with our employees and one of our consultants to
accept options to acquire 514,227 of our common stock at $0.33 per share as
compensation for a portion of their services, and limiting our marketing
activities. Dr. Long and some of his affiliates advanced $450,000 in January

                                       13
<PAGE>

2003. In June 2003, our bank line of credit was increased by $200,000 upon
deposit with the bank of additional collateral provided by Dr. Long and certain
of his affiliates, which amount has been drawn down. During the third quarter of
2003, Dr. Long advanced an additional amount of $35,000 to us.

Since January 1, 2003, we issued an aggregate of 793,750 unregistered shares of
our common stock, valued at $195,250 (an average price of $0.25 per share) to
three investment banking firms and their managers for consultancy work carried
out by them relating to their attempts to source additional capital and advise
on future strategies.

At present, we have no assets to enable us to sustain our operations and are
negotiating a private placement to obtain up to $700,000 of interim financing.
The proposed financing would involve the issuance of promissory notes bearing
interest at 12% per annum. We would issue 250,000 shares of our unregistered
common stock with each $50,000 principal amount of notes. If the notes are not
paid by December 31, 2004, the notes would become due on demand; we would be
obligated to issue an additional 125,000 unregistered shares of our common stock
for each $50,000 principal amount of unpaid notes and the notes would be reset
to bear interest at 1.5% per month. The purchasers of the notes would be
afforded the right to exchange the notes, at a 25% discount, in the first
offering thereafter of our equity securities. We would undertake to register all
unregistered shares of common stock, at our expense, within 60 days of the final
closing and if such registration could not be effected within 150 days of the
final closing, we would be required to issue an additional 25,000 shares of our
unregistered common stock for each period of 30 days thereafter. The proceeds of
the proposed financing would enable us to complete our proposed submission to
the U.S. Food and Drug Administration ("FDA") for our device and sustain minimal
operations for up to six months (assuming that we are successful in raising
$700,000). During this period, we would need to obtain still additional
financing or we would not be able to sustain our operations thereafter or pay
our currently outstanding payables. There can be no assurance that the proposed
financing will be successfully completed, or completed on a timely basis, and if
completed on a timely basis that we can obtain the additional financing needed
to continue to sustain minimal operations and market our device if approved by
the FDA. There can be no assurance that we will be able to make the FDA filing
within 180 days after the initial closing of the proposed financing (which would
occur upon the receipt of the first $300,000 of interim financing). If the FDA
filing is not made in time, we would be required to issue to the each Unit
holder 25,000 additional unregistered shares of our common stock for each 30
days of delay.

The timely receipt of interim financing and long-term capital is essential for
us to continue our operations.

Liquidity and Capital Resources

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

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

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

                                       14
<PAGE>

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

As indicated above, at present we have no assets to enable us to sustain our
operations and are negotiating a private placement to obtain up to $700,000 of
interim financing. There can be no assurance that the proposed financing will be
successfully completed, or completed on a timely basis, and if completed on a
timely basis that we can obtain the additional financing needed to continue to
sustain minimal operations.

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

Results of Operations

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

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

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

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

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

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

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

                                       15
<PAGE>

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

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

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

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

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

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

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

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

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

Acquisition or Disposition of Plant and Equipment

We do not anticipate the sale of any significant property, plant or equipment
during the next twelve months. We do not anticipate the acquisition of any
significant property, plant or equipment during the next twelve months, other
than leasehold improvements, computer equipment and peripherals used in our
day-to-day operations.

Number of Employees

As of September 30, 2003, we had 5 employees. In order for us to attract and
retain quality personnel, we will need to offer competitive salaries to current
and future employees.

                                       16
<PAGE>

Limited public market, possible volatility of share price

Our common stock is currently quoted on the NASD OTC Bulletin Board under the
ticker symbol "BZET." As of September 30, 2003, there were 26,079,972 shares of
common stock outstanding, although a significant portion thereof is not publicly
traded. There can be no assurance that a trading market for our common stock
will be sustained in the future. Factors such as, but not limited to,
technological innovations, new products, acquisitions or strategic alliances
entered into by us or our competitors, failure to meet securities analysts'
expectations, government regulatory action, patent or proprietary rights
developments, and market conditions for technology stocks in general could have
a material effect on the volatility of our stock price.

Application of Critical Accounting Policies

Impairment of long-lived assets

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

Valuation of deferred tax assets

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

Inventory valuation reserves

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

Non-GAAP Financial Measures

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

New Accounting Pronouncements

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

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and

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<PAGE>

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

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

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). FIN 45 requires that the guarantor
recognize, at the inception of certain guarantees, a liability for the fair
value of the obligation undertaken in issuing such a guarantee. FIN 45 also
requires additional disclosure about the guarantor's obligations under certain
guarantees that it has issued. The disclosure requirements of FIN 45 are
effective after December 15, 2002 and the initial recognition and measurement
provisions of this interpretation are applicable on a prospective basis to
guarantees issued or modified after December 30, 2002. The Company did not have
any material guarantees at September 30, 2003. The adoption of FIN 45 did not
have a material impact on the Company's consolidated financial position or
results of operations.

Special Note Regarding Forward-Looking Statements

We have made statements in this Quarterly Report on Form 10-QSB that are
forward-looking statements within the meaning of the Securities Act of 1933 and
the Securities Exchange Act of 1934. Sometimes these statements contain words
like "may," "believe," "expect," "continue," "intend," "anticipate" or other
similar words. These statements could involve known and unknown risks,
uncertainties and other factors that might significantly alter the actual
results suggested by the statements. In other words, our performance might be
quite different from what the forward-looking statements imply. The following
factors, as well as those discussed above and in our Annual Report on Form
10-KSB for the year ended December 31, 2002, could cause our performance to
differ from the expectations implied by our forward-looking statements:

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

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

          o    Failure to obtain expected results in our clinical trials.

          o    Technological obsolescence of our device.

          o    Changes in governmental regulations in our principal markets.

          o    Inability to generate significant market acceptance of our
               device.

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<PAGE>

          o    Failure to obtain customers for our device.

          o    Inability to manage our anticipated growth.

          o    Loss of our key employees.

          o    Changes in general economic and business conditions.

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

Item 3.  CONTROLS AND PROCEDURES

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

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2 - Changes in Securities

         On January 30, 2003, we issued 50,000 unregistered shares of common
         stock to JG Capital, Inc. as consideration for advising us in
         attempting to obtain additional capital, which we valued at $15,000.

         On April 10, 2003, we issued 78,125 unregistered shares of common stock
         to iCapital, Inc. as consideration for their financial advisory
         services, which we valued at $25,000.

         On April 10, 2003, we issued 195,312 unregistered shares of common
         stock to Randall Letcavage as consideration for his business and
         financial advisory services, which we valued at $62,500.

         On April 10, 2003, we issued 195,313 unregistered shares of common
         stock to Rosemary Nguyen as consideration for her business and
         financial advisory services, which we valued at $62,500.

         On August 25, 2003, we issued 225,000 unregistered shares of common
         stock to MRB Investor Relations, LLC as consideration for public
         relations and corporate imaging services, which we valued at $24,750.

         On August 25, 2003, we issued 10,000 unregistered shares of common
         stock to MidSouth Capital, Inc. as consideration for its financial
         advisory services, which we valued at $1,100.

         On August 25, 2003, we issued 40,000 unregistered shares of common
         stock to Baxter Capital Advisors, Inc. as consideration for its
         financial advisory services, which we valued at $4,400.

         Each of the foregoing transactions was effected in reliance on the
         exemption from registration provided by Section 4(2) of the Securities
         Act of 1933 and/or Rule 506 of Regulation D promulgated thereunder.

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<PAGE>

         Each of the recipients of these securities was a knowledgeable investor
         involved in the securities business and agreed to accept such
         securities for investment.

Item 3.  Defaults Upon Senior Securities

         None.

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

         Not Applicable.

Item 5.  Other Information

         None

Item 6 - Exhibits and Reports on Form 8-K

     A.  Exhibits

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

            (1) Certification by David M Long

            (2) Certification by John D Stephens

         Exhibit (32) Section 1350 Certifications

            (1) Certification by David M Long

            (2) Certification by John D Stephens

     B.  Reports on Form 8-K

         None.

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<PAGE>

SIGNATURES

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

                                       BIOFIELD CORP.

Date: December 16, 2003                By: /s/ DAVID M. LONG
                                           -------------------------------------
                                           David M. Long, Jr., M.D., Ph.D.
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

Date: December 16, 2003                By: /s/ JOHN D. STEPHENS
                                           -------------------------------------
                                           John D. Stephens
                                           Senior Vice President and Chief
                                           Operating Officer
                                           (Principal Accounting and Financial
                                           Officer)


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