UNITED
STATES SECURITIES AND


EXCHANGE
COMMISSION


Washington,
D.C. 20549





FORM
10-Q





QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended June 30, 2009


Commission File No:0-27848





BIOFIELD
CORP.


(Name of
registrant in its charter)




Delaware
            13-3703450(State of other jurisdiction of Incorporation or
      Organization)
            (Employer
      Identification Number)1615
      Walnut Street, 3rd
      Floor, Philadelphia, PA
            19102(Address
      of principal executive offices)
            (Zip
      Code)





(215)
972-1717


(Registrant’s
telephone number, including area code)





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes  [
]    No  [X]





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





Large Accelerated Filer
            
            [
      ]
            
            Accelerated Filer
            [
      ]Non-Accelerated
      Filer
            
            [
      ]
            
            Smaller Reporting Company
            [X]








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








AS
OF July 31, 2009, THERE WERE 38,886,833 SHARES OF COMMON STOCK OUTSTANDING AND
12,300,000 SHARES OF VOTING PREFERRED STOCK OUTSTANDING.





PART I—FINANCIAL
INFORMATION





ITEM
1.     FINANCIAL STATEMENTS





BIOFIELD
      CORP.(A
      Development Stage Company)CONSOLIDATED
      BALANCE SHEETSJune
      30,
                              
                              
                              December
      31,ASSETS
                              
                              2009
                              
                              
                              2008(Unaudited)
                              
                              
                              (Audited)CURRENT
      ASSETS:Cash
      and cash equivalents
                              
                              $
                              -
                              
                              
                              $
                              -Total
      current assets
                              
                              
                              -
                              
                              
                              
                              -PROPERTY
      AND EQUIPMENT - Net
                              
                              
                              4,517
                              
                              
                              
                              5,211TOTAL
      ASSETS
                              
                              $
                              4,517
                              
                              
                              $
                              5,211LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIES:Bank
      overdraft
                              
                              $
                              14,659
                              
                              
                              $
                              9,912Accounts
      payable
                              
                              
                              1,402,514
                              
                              
                              
                              1,402,514Accrued
      interest
                              
                              
                              1,132,263
                              
                              
                              
                              991,849Accrued
      expenses
                              
                              
                              802,822
                              
                              
                              
                              2,058,823Due
      to affiliate
                              
                              
                              329,686
                              
                              
                              
                              329,686Advances
      from stockholder
                              
                              
                              2,497,922
                              
                              
                              
                              2,378,973Notes
      payable
                              
                              
                              2,451,371
                              
                              
                              
                              2,410,951Line
      of credit
                              
                              
                              418,920
                              
                              
                              
                              418,920Total
      current liabilities
                              
                              
                              9,050,157
                              
                              
                              
                              10,001,628Commitments
      and contingenciesSTOCKHOLDERS’
      DEFICIT:Preferred
      stock, $.001 par value, 12,300,000 shares authorized,12,300,000
      shares issued and outstanding at June 30, 2009 andDecember
      31, 2008, respectively
                              
                              
                              12,300
                              
                              
                              
                              12,300Common
      stock, $.01 par value, 60,000,000 shares authorized,38,486,833
      and 24,793,500 shares issued at June 30, 2009 andDecember
      31, 2008, respectively
                              
                              
                              384,868
                              
                              
                              
                              247,935Treasury
      stock - 2,306,131 shares
                              
                              
                              (3,100
                              )
                              
                              
                              (3,100
                              )Stock
      subscriptions
                              
                              
                              3,849
                              
                              
                              
                              3,849Additional
      paid-in capital
                              
                              
                              76,208,620
                              
                              
                              
                              74,935,552Accumulated
      deficit during development stage
                              
                              
                              (85,652,177
                              )
                              
                              
                              (85,192,953
                              )Total
      stockholders’ deficit
                              
                              
                              (9,045,640
                              )
                              
                              
                              (9,996,417
                              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                              
                              $
                              4,517
                              
                              
                              $
                              5,211







2





BIOFIELD
      CORP.(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF OPERATIONS (Unaudited)Period
      October 16,For
      the Three Months Ended
                            
                            
                            For
      the Six Months Ended
                            
                            
                            1987
      (Date ofJune
      30,
                            
                            
                            June
      30,
                            
                            
                            Inception)
      Through2009
                            
                            
                            2008
                            
                            
                            2009
                            
                            
                            2008
                            
                            
                            June
      30, 2009REVENUE
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            244,522COST
      OF SALESCost
      of goods sold
                            
                            
                            -
                            
                            
                            
                            8,172
                            
                            
                            
                            -
                            
                            
                            
                            8,172
                            
                            
                            
                            95,111Loss
      on write down of inventory
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            693,500GROSS
      PROFIT
                            
                            
                            -
                            
                            
                            
                            8,172
                            
                            
                            
                            -
                            
                            
                            
                            8,172
                            
                            
                            
                            (544,089
                            )OPERATING
      EXPENSES:Research
      and development
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            40,481,889Selling,
      general, and administrative
                            
                            
                            31,864
                            
                            
                            
                            173,156
                            
                            
                            
                            159,441
                            
                            
                            
                            261,533
                            
                            
                            
                            42,801,426Impairment
      of intangible assets
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            194,268Gain
      on disposition of fixed assets
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (8,084
                            )Total
      operating expenses
                            
                            
                            31,864
                            
                            
                            
                            173,156
                            
                            
                            
                            159,441
                            
                            
                            
                            261,533
                            
                            
                            
                            83,469,499OTHER
      INCOME (EXPENSE):Interest
      income
                            
                            
                            -
                            
                            
                            
                            88
                            
                            
                            
                            -
                            
                            
                            
                            88
                            
                            
                            
                            2,476,722Interest
      expense
                            
                            
                            (149,804
                            )
                            
                            
                            (144,112
                            )
                            
                            
                            (299,783
                            )
                            
                            
                            (287,003
                            )
                            
                            
                            (3,904,906
                            )Finance
      costs
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (405,523
                            )Other
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            214,867Net
      other expense
                            
                            
                            (149,804
                            )
                            
                            
                            (144,024
                            )
                            
                            
                            (299,783
                            )
                            
                            
                            (286,915
                            )
                            
                            
                            (1,618,840
                            )LOSS
      BEFORE INCOME TAXES
                            
                            
                            (181,668
                            )
                            
                            
                            (325,352
                            )
                            
                            
                            (459,224
                            )
                            
                            
                            (556,620
                            )
                            
                            
                            (85,632,428
                            )PROVISION
      FOR INCOME TAXES
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (19,749
                            )NET
      LOSS
                            
                            $
                            (181,668
                            )
                            
                            $
                            (325,352
                            )
                            
                            $
                            (459,224
                            )
                            
                            $
                            (556,620
                            )
                            
                            $
                            (85,652,177
                            )NET
      LOSS PER SHARE:Basic
      and Diluted
                            
                            $
                            (0.01
                            )
                            
                            $
                            (0.06
                            )
                            
                            $
                            (0.02
                            )
                            
                            $
                            (0.10
                            )WEIGHTED-AVERAGE
      SHARESBasic
      and Diluted
                            
                            
                            31,453,866
                            
                            
                            
                            5,513,749
                            
                            
                            
                            28,672,615
                            
                            
                            
                            5,513,749See
      notes to consolidated financial statements.





3





BIOFIELD
      CORP. ( A DEVELOPMENT STAGE COMPANY)CONDENSED
      STATEMENTS OF CASH FLOWS (Unaudited)Period
      October 16,1987
      (Date ofFor
      the Six Months Ended
                                          
                                          
                                          Inception)
      ThroughJune
      30,
                                          
                                          
                                          June
      30,2009
                                          
                                          
                                          2008
                                          
                                          
                                          2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                          
                                          $
                                          (459,224
                                          )
                                          
                                          $
                                          (556,620
                                          )
                                          
                                          $
                                          (85,652,177.00
                                          )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                                          
                                          
                                          694
                                          
                                          
                                          
                                          695
                                          
                                          
                                          
                                          2,763,290Amortization
      of premiums on short-term investments
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          156,692Amortization
      of deferred financing costs
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,129,643Loss
      on disposal of property and equipment
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          194,102Loss
      on license and settlement agreements
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          49,026Loss
      on abandonment of patent applications
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          303,234Loss
      on inventory write-down
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          693,500Impairment
      of intangible assets
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          194,268Vendor
      settlements
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (77,257
                                          )Noncash
      compensation
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          3,533,451Gain
      from disposition of fixed assets
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (159,473
                                          )Interest
      paid in common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          575,260Commissions
      and discounts on sale of common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          96,919Loan
      repayment default payable in shares of common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          350,000Consultancy
      fees paid in options
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          242,762Issuances
      of common stock for outstanding stock obligations
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          8,667,010Changes
      in assets and liabilities:Notes
      receivable
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          11,004Inventories
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (693,500
                                          )Prepaids
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (131,816
                                          )Due
      to affiliate
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          329,687Accounts
      payable and accrued liabilities
                                          
                                          
                                          184,414
                                          
                                          
                                          
                                          186,911
                                          
                                          
                                          
                                          5,463,175Net
      cash used in operating activities
                                          
                                          
                                          (274,116
                                          )
                                          
                                          
                                          (369,014
                                          )
                                          
                                          
                                          (60,961,200
                                          )CASH
      FLOWS FROM INVESTING ACTIVITIES:Acquisitions
      of property and equipment
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (2,610,691
                                          )Costs
      incurred for patents and patent applications
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (782,527
                                          )Proceeds
      from sale of property and equipment
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          294,748Purchases
      of short-term investments
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (26,476,638
                                          )Proceeds
      from sale and maturity of short-term investments
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          26,406,378Net
      cash used in investing activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (3,168,730
                                          )CASH
      FLOWS FROM FINANCING ACTIVITIES:Bank
      overdraft
                                          
                                          
                                          4,747
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          14,659Repayments
      of capitalized lease obligations
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (82,234
                                          )Proceeds
      from issuance of preferred stock - net
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          22,341,892Proceeds
      from common stock subscriptions
                                          
                                          
                                          110,000
                                          
                                          
                                          
                                          100,000
                                          
                                          
                                          
                                          35,313,258Proceeds
      from exercise of common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          298,546Proceeds
      from issuance of notes payable
                                          
                                          
                                          -
                                          
                                          
                                          
                                          147,551
                                          
                                          
                                          
                                          1,676,058Proceeds
      from borrowings on line of credit
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          76,740Financing
      costs for notes payable
                                          
                                          
                                          40,420
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          302,497Advances
      from stockholder and related party
                                          
                                          
                                          118,949
                                          
                                          
                                          
                                          108,135
                                          
                                          
                                          
                                          3,612,105Repayments
      of advances from stockholder
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (1,874,728
                                          )Repurchases
      of common stock held in treasury
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (3,100
                                          )Proceeds
      from notes payable issued to stockholder and related party
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,546,533Net
      cash provided by financing activities
                                          
                                          
                                          274,116
                                          
                                          
                                          
                                          355,686
                                          
                                          
                                          
                                          64,207,567NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (13,328
                                          )
                                          
                                          
                                          77,637EFFECT
      OF EXCHANGE RATE CHANGES
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (77,637
                                          )BEGINNING
      OF PERIOD
                                          
                                          
                                          -
                                          
                                          
                                          
                                          13,328
                                          
                                          
                                          
                                          -END
      OF PERIOD
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -See
      notes to consolidated financial statements





4





BIOFIELD
      CORP.(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWS - UNAUDITED (continued)Period
      October 16,1987
      (Date ofJune
      30,
                
                
                Inception)
      Through2009
                
                
                2008
                
                
                June
      30, 2009SUPPLEMENTAL
      DISCLOSURES OF CASHFLOW
      INFORMATION:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                857,003Cash
      paid for taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -SUPPLEMENTAL
      SCHEDULE FOR NONCASHINVESTING
      AND FINANCING ACTIVITIES:Common
      stock shares issued for penalty for non-payment of notes payable on
      maturity
                
                $
                -
                
                
                $
                -
                
                
                $
                17,949Repayment
      of debt by shareholders
                
                $
                -
                
                
                $
                -
                
                
                $
                1,200,000Issuance
      of common stock for accrued liabilities
                
                $
                1,300,000
                
                
                $
                -
                
                
                $
                1,400,000



























5





BIOFIELD CORP.


A
DEVELOPMENT STAGE COMPANY


NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTS





NOTE
1 – ORGANIZATION




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




The
accompanying interim unaudited financial information has been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission
(SEC).  Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations.  In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of the Company as of June 30,
2009 and the related operating results and cash flows for the interim period
presented have been made. The results of operations of such interim periods are
not necessarily indicative of the results of the full year. This financial
information should be read in conjunction with the Consolidated Financial
Statements and Notes thereto included in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008. There have been no changes in
significant accounting policies since December 31, 2008.




NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Principals
of Consolidation





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





Use
of Estimates





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





Revenue
Recognition





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








6





Reclassification





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





Subsequent
Event





The
Company has performed a review of events subsequent to the balance sheet date
through August 19, 2009, the filing date.





NOTE
3 – RECENT ACCOUNTING PRONOUNCEMENTS





Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles





In June
2009, the Financial Accounting Standards Board issued Statement “FASB” issued
Statement No. 168, “The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles” (“SFAS No. 168”).  SFAS
No. 168 will become the single source of authoritative nongovernmental U.S.
generally accepted accounting principles (“GAAP”), superseding existing FASB,
American Institute of Certified Public Accountants (“AICPA”), Emerging Issues
Task Force (“EITF”), and related accounting literature.  SFAS No. 168
reorganizes the thousands of GAAP pronouncements into roughly 90 accounting
topics and displays them using a consistent structure.  Also included
is relevant Securities and Exchange Commission guidance organized using the same
topical structure in separate sections.  SFAS No. 168 will be
effective for financial statements issued for reporting periods that end after
September 15, 2009.  This statement will have an impact on the
Company’s financial statements since all future references to authoritative
accounting literature will be references in accordance with SFAS No.
168.





Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing





In June
2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No. 09-1,
“Accounting for Own-Share Lending Arrangements in Contemplation of Convertible
Debt Issuance or Other Financing”. This Issue is effective for fiscal years
beginning on or after December 15, 2009, and interim periods within those fiscal
years for arrangements outstanding as of the beginning of those fiscal years.
Share lending arrangements that have been terminated as a result of counterparty
default prior to the effective date of this Issue but for which the entity has
not reached a final settlement as of the effective date are within the scope of
this Issue. This Issue requires retrospective application for all arrangements
outstanding as of the beginning of fiscal years beginning on or after December
15, 2009. This Issue is effective for arrangements entered into on or after the
beginning of the first reporting period that begins on or after June 15, 2009.
Early adoption is not permitted. The Company had determined that the adoption of
FSP EITF 09-1 will have no impact on its financial position and results of
operations.




Subsequent
Events




In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS No. 165”).
This Statement establishes general standards of accounting for and disclosures
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued.  It requires the
disclosure of the date through which an entity has evaluated subsequent events
and the basis for that date and is effective for interim and annual periods
ending after June 15, 2009. The Company has recognized the effect of adopting
SFAS No. 165 on its financial position, results of operations or cash
flows.




Interim
Disclosure about Fair Value of Financial Instruments




In April
2009, the FASB issued FASB Staff Position “FSP” No. SFAS 107-1 and APB 28-1,
“Interim Disclosures about Fair Value of Financial Instruments”.  This
FSP amends SFAS No. 107 to require disclosures about fair values of financial
instruments for interim reporting periods as well as in annual financial
statements.  The FSP also amends Accounting Principles Board Opinions
“APB Opinion” No. 28 to require those disclosures in summarized financial
information at interim reporting periods.  This FSP becomes effective
for interim reporting periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009.  The adoption of
this FSP is not expected to have a material impact on our consolidated financial
statements.








7






Amendments
to the Impairment Guidance of EITF Issue No. 99-20




In
January 2009, the FASB issued FSP Emerging Issues Task Force ("EITF") Issue No.
99-20-1, “Amendments to the Impairment Guidance of EITF Issue No. 99-20". This
FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of
Interest Income and Impairment on Purchased Beneficial Interests and Beneficial
Interests That Continue to Be Held by a Transferor in Securitized Financial
Assets,” to achieve more consistent determination of whether an
other-than-temporary impairment has occurred. The FSP also retains and
emphasizes the objective of an other than- temporary impairment assessment and
the related disclosure requirements in FASB Statement No. 115, Accounting for
Certain Investments in Debt and Equity Securities, and other related guidance.
This Issue is effective for interim and annual reporting periods ending after
December 15, 2008, and shall be applied prospectively. Retrospective application
to a prior interim or annual reporting period is not permitted. The adoption of
FSP EITF 99-20-1 did not have a material effect on the Company’s consolidated
financial statements.




Determining
the Fair Value of a Financial Asset When the Market for That Asset is Not
Active




In
October 2008, the FASB issued FSP FAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active.”  This
FSP clarifies the application of SFAS No. 157, “Fair Value Measurements,” in a
market that is not active.  The FSP also provides examples for
determining the fair value of a financial asset when the market for that
financial asset is not active.  FSP FAS No. 157-3 was effective upon
issuance, including prior periods for which financial statements have not been
issued.  The impact of adoption was not material to the Company’s
consolidated financial condition or results of operations.






The
Hierarchy of Generally Accepted Accounting Principles




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




Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly




In April
2009, the FASB issued FSP FAS No. 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly". This FSP provides additional
guidance for estimating fair value in accordance with FASB Statement No. 157,
Fair Value Measurements, when the volume and level of activity for the asset or
liability have significantly decreased. This FSP also includes guidance on
identifying circumstances that indicate a transaction is not orderly. FSP FAS
No. 157-4 is effective for interim and annual reporting periods ending after
June 15, 2009, and shall be applied prospectively. The Company had determined
that the adoption of FSP FAS No. 157-4 will have no impact on its financial
position and results of operations.










8






Recognition
and Presentation of Other-Than-Temporary Impairments




In April
2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, “Recognition and
Presentation of Other-Than-Temporary Impairments ". The objective of an
other-than-temporary impairment analysis under existing U.S. generally accepted
accounting principles (GAAP) is to determine whether the holder of an investment
in a debt or equity security for which changes in fair value are not regularly
recognized in earnings (such as securities classified as held-to-maturity or
available-for-sale) should recognize a loss in earnings when the investment is
impaired. An investment is impaired if the fair value of the investment is less
than its amortized cost basis. FSP FAS No. 115-2 and FAS No. 124-2 is effective
for interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. Earlier adoption for
periods ending before March 15, 2009, is not permitted. The Company has
determined that the adoption of FSP FAS No. 115-2 and FAS No. 124-2 will have no
impact on its financial position and results of operations.




Interim
Disclosures about Fair Value of Financial Instruments




In April
2009, the FASB issued FSP FAS No. 107-1 and APB No. 28-1, “Interim Disclosures
about Fair Value of Financial Instruments". This FSP amends SFAS No. 107,
“Disclosures about Fair Value of Financial Instruments”, to require disclosures
about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements. This FSP
also amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods.
FSP FAS No. 107-1 is effective for interim reporting periods ending after June
15, 2009, with early adoption permitted for periods ending after March 15, 2009.
The Company has determined that the adoption of FSP FAS No. 107-1 will have no
impact on its financial position and results of operations.






Determination
of the Useful Life of Intangible Assets




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


Disclosure
about Derivative Instruments and Hedging Activities




In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative Instruments and
Hedging Activities, an amendment of SFAS No. 133.” This statement requires that
objectives for using derivative instruments be disclosed in terms of underlying
risk and accounting designation. The Company was required to adopt SFAS No. 161
on January 1, 2009. The adoption of SFAS No.161 on January 1, 2009 did not have
a material effect on the Company’s consolidated financial
statements











9






Fair
Value Option for Financial Assets and Financial Liabilities
  In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an amendment of SFAS No.
115,” which became effective on February 1, 2008, permits companies to choose to
measure many financial instruments and certain other items at fair value and
report unrealized gains and losses in earnings. Such accounting is optional and
is generally to be applied instrument by instrument. The election of this
fair-value option did not have a material effect on its consolidated financial
condition, results of operations, cash flows or disclosures.




Fair
Value Measurements




In
September 2006, the FASB No. 157, “Fair Value Measurements” (“SFAS No. 157”).
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value in accordance with generally accepted accounting principles and expands
disclosures about fair value investments. SFAS No. 157 was effective for
financial assets and liabilities on January 1, 2008. The statement deferred the
implementation of the provisions of SFAS No. 157 relating to certain
non-financial assets and liabilities until January 1, 2009. The adoption of SFAS
No.157 on January 1, 2009 for financial assets and liabilities did not have a
material effect on the Company’s consolidated financial statements.





NOTE
4 - EQUITY





During
the six months ended June 30, 2009, the Company issued a total of 13,693,333
shares of common stocks. In first quarter of 2009 the Company issued for cash
3,693,333 shares of common stock for $110,000. In the second quarter of 2009 the
Company issued 10,000,000 shares of common stock to officers and directors for
services. The value of the 10,000,000 common shares issued was $1,300,000. This
amount had been previously accrued and reflected on the Company’s statement of
operations.








NOTE
5 - SUBSEQUENT EVENTS





None







10


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





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





Certain
statements contained in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this report are
forward-looking statements that involve risks and
uncertainties.  These statements relate to future events or our future
financial performance.  In some cases, forward-looking statements can
be identified by terminology such as "may," "will",
"should",  "expect", "anticipate", "intend", "plan", "believe",
"estimate", "potential", or "continue", the negative of these terms or other
comparable terminology.   These statements involve a number of
risks and uncertainties.   Actual events or results may differ
materially from any forward-looking statement as a result of various factors,
including those described above and in the Company’s last Form 10-K for 2008
under "Risk Factors".  We have no obligation to release publicly the
result of any revisions to any of our "forward-looking statements" to reflect
events or circumstances that occur after the date of this Report or to reflect
the occurrence of other unanticipated events.





Overview





Biofield
Corp. is a development-stage medical technology company which has developed an
advanced medical device and associated diagnostic system (the Biofield
Diagnostic System or “BDS”) to assist in detecting breast cancer, has secured
exclusive marketing rights to products for treatment of oral and genital herpes
and a diagnostic test for cervical cancer, and seeks to secure marketing rights
for other complimentary products.





In March
of 2006, MacKay Group Limited (“MKG”) acquired control of the
Company.  Prior to the date MKG acquired control of the Company, the
Company was focused on securing approval of the BDS from the U.S. Food and Drug
Administration (“U.S. FDA”).  These efforts were unsuccessful and led
to MKG’s acquisition of control of the Company.  Under MKG, the
Company has focused on developing markets outside the United States with
significant populations of women, where MKG has significant industry and
government relationships, where the need for the BDS appears compelling, and
where the regulatory hurdles are not as burdensome.  These markets
include China (including Hong Kong and Macau), India, the Philippines,
Indonesia, Malaysia, and other parts of Asia.  The Company also
intends to develop markets in Mexico, Latin America, the Caribbean, Africa,
Europe, and the Middle East.  As the Company’s resources permit, the
Company will seek U.S. FDA approval of the BDS. The Company believes its
strategy of developing foreign markets will provide additional clinical data and
research and development (including as it may pertain to screening and other
cancers) which will facilitate its efforts to secure U.S. FDA
approval.





Most of
2006 was consumed in connection with the series of transactions which resulted
in acquiring control of the Company.  Unless indicated otherwise
below, any material events in 2006 related to events, which predated 2006 and
the MKG acquisition, and which were reported in detail in the Company’s prior
SEC’s filings including its Form 10-KSB for fiscal year ending December 31, 2005
filed May 30, 2006





In 2007,
the Company moved its facilities, inventory and operations from Alpharetta,
Georgia to King of Prussia, Pennsylvania and transferred and reorganized
voluminous amounts of clinical and technological data and financial records,
resumed filing annual and quarterly reports with the Securities and Exchange
Commission (“SEC”) and brought all of its filings current, converted
approximately $2 million of the Company’s debt to equity stock, and began a
number of foreign market initiatives which are discussed in Item 6 of the
Company’s Form 10-KSB for fiscal year ending December 31, 2007 filed April 15,
2008.





In 2008,
the Company recommitted its efforts to secure CE mark certification for BDS,
recruited a new management team, opened an office in Hong Kong, in conjunction
with the Company’s controlling stockholder, MKG, opened a sales office in
Bangalore, India, moved its US offices from King of Prussia, Pennsylvania to
Philadelphia, Pennsylvania, and embarked on a strategy to assemble a portfolio
of
medical technology products that can be distributed using the same sales
channels the Company intends to use to market the BDS.








11





In
furtherance of its strategy to develop revenue while pursuing the CE mark for
BDS, the Company obtained exclusive, worldwide distribution rights from NeuroMed
Devices, Inc. for NeuroMed’s OraCalm device, for oral herpes, and Vira Calm
device, for genital herpes.  In early 2009, the Company obtained
exclusive, worldwide distribution rights (excluding Belgium) from Valibio, SA
for ValiRx plc’s Human Papilloma Virus (HPV) diagnostic test for cervical
cancer, ValioRx’s HypergenomicsTM and NucleosomicsTM cancer diagnostics products,
and any other cancer diagnostic products developed during the term of the
Distribution AgreementThe Company
expects to begin marketing the OraCalm device, for oral herpes, via direct web
based/internet marketing, retail, wholesale and through physicians and hospitals
in 2009.




LIQUIDITY
AND CAPITAL RESOURCES





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





At June
30, 2009, we had a working capital deficiency of $9,050,157.





Our
assets totaled $4,517 at June 30, 2009. There were no cash and cash equivalents
at June 30, 2009.  For the six months ended June 30, 2009, there was
no change in cash and cash equivalents from March 31, 2009.




Operating
Activities





During
the six months ended June 30, 2009, we had a net loss of $459,224, compared to
$556,620 for the six months ended June 30, 2008, a decrease of $97,396 or 17.5%.
During the six months ended June 30, 2009, our net cash used in operating
activities was $274,116, compared to $369,014 for the six months ended June 30,
2008, a decrease of $94,898 or 25.7%. The decrease was primarily due to a
decrease in net loss of $97,396 for the six months ended June 30, 2009, as well
as, a decrease in accounts payable and accrued liabilities of $2,497 in 2009
compared to $186,911 for the same period in 2008.





During
the six months ended June 30, 2009, we had depreciation and amortization in
connection with operating activities of $694 compared to $695 for the six months
ended June 30, 2008.





Investing
Activities





There
were no investing activities ended June 30, 2009 and June 30, 2008.





Financing
Activities





During
the six months ended June 30, 2009, we had net cash provided by financing
activities of $274,116, compared to $355,686 for the six months ended June 30,
2008, a decrease of $81,570 or 22.9%. During the six months ended June 30, 2009,
we had $110,000 proceeds from issuance of common stock subscription
compared to $100,000 for the six months ended June 30, 2008. During the six
months ended June 30, 2009, we had no proceeds from issuance of notes payable
compared to $147,551 for the six months ended June 30, 2008. For the six months
ended June 30, 2009, we had proceeds from financing costs for notes payable of
$40,420, compared to none for the same period in 2008. Proceeds from advances
from stockholder and related party were $118,949 for the six months ended June
30, 2009 compared to $108,135 for the same period in 2008.








12





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





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





The
independent auditors report, on our December 31, 2008 financial statements,
states that our recurring losses raise substantial doubts about our ability to
continue as a going concern.





RESULTS
OF OPERATIONS





Comparison
of the three month period ended June 30, 2009 with the three month period ended June
30, 2008.





There
were no sales in the three months ended June 30, 2009. We incurred $8,172 in
costs related to sales that did not materialize in the three months ended June
30, 2008.





The total
operating expenses for the three months ended June 30, 2009 and 2008 were
$31,864 and $173,156 respectively, representing a decrease of $141,292 or 81.6%.
This decrease is due primarily to expenses related to new management in
2008.





We did
not incur any research and development expenses or impairment to intangible
assets in the fiscal quarters ending June 30, 2009 and 2008.





Interest
expense for the three months ended June 30, 2009 and 2008 were $149,804 and
$144,123, representing an increase of $5,692 or 3.9%. The increase is a direct
result of increased debt in the second quarter of 2009.





As a
result of the foregoing, we incurred a net loss of $181,668 for the three months
ended June 30, 2009, compared to $325,352 for the three months ended June 30,
2008, a decrease of $143,684, or 44.1%.





Comparison
of the six month period ended June 30, 2009 with the six month period ended June
30, 2008.





There
were no sales in the six months ended June 30, 2009. We incurred $8,172 in costs
related to sales that did not materialize in the six months ended June 30,
2008.





The total
operating expenses for the six months ended June 30, 2009 and June 30, 2008 were
$159,441 and $261,533 respectively, representing a decrease of $102,092 or
39.0%. This decrease is due primarily to consultant expenses in
2008.  Total operating expenses for these six months were related to
selling, general and administrative expenses.





Interest
expense for the six months ended June 30, 2009 and June 30, 2008 were $299,783
and $287,003, representing an increase of $12,780 or 4.5%. The increase is a
direct result of increased debt in the six months ended June 30,
2009.








13





As a
result of the foregoing, we incurred a net loss of $459,224 for the six months
ended June 30, 2009, compared to $556,620 for the six months ended June 30,
2008, a decrease of $97,396, or 17.5%.





OFF-BALANCE
SHEET ARRANGEMENTS





None.





ITEM
3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
Applicable.





ITEM
4T.   CONTROLS AND PROCEDURES





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





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




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





CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING





As
required by Rule 13a-15(d), the Company's Chief Executive Officer and Chief
Accounting Officer, also conducted an evaluation of Biofield's internal controls
over financial reporting to determine whether any changes occurred during the
fourth fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
During the preparation of the Company's financial statements as of and for the
year ended December 31, 2008, the Company concluded that the then current system
of disclosure controls and procedures needed improvement, partly due to the
transition to new management, facilities, and auditors. As a result of this
conclusion, the Company initiated changes in internal control. It should be
noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system will be met. In addition, the design of any control system is based in
part upon certain assumptions about the likelihood of future
events.








14





Lack
of Adequate Accounting Staff





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





PART
II.                      OTHER
INFORMATION





Item
1.                          Legal
Proceedings





As result
of the Company’s arrangement with third party to help manage the Company’s
operations and development of the BDS, the Company has forwarded much of what
was in its King of Prussia office to the third party’s certified manufacturing
and regulatory facilities near Atlanta, Georgia, and seeks to vacate the King of
Prussia office.  The landlord of the Company’s King of Prussia office
has subsequently filed for and obtained a judgment in
confession.  Counsel, for both sides, is in discussions to work out a
settlement terminating the lease.  The monthly rent is approximately
$3,500 and it is a 3 year lease. As of April 10, 2009, the Company had worked
out all remaining issues with the Landlord and final payment on the lease has
been made.





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





The
Company filed an action seeking a declaratory judgment and injunctive relief
against William R. Dunavant in the Eastern District of
Pennsylvania.  The Company is seeking a determination that Company has
no obligation to pay the remuneration contemplated by the consulting agreement
with Mr. Dunavant and injunctive relief to prevent Mr. Dunavant from continuing
to violate the confidentiality and restrictive covenants in the consulting
agreement.





We are
not a party to any other pending legal proceeding which is not routine
litigation incidental to our business or which involves a claim for damages
exceeding 10% of our current assets, nor are we aware of any current proceeding
concerning us that a governmental authority may be contemplating.





Item
1A.   RISK FACTORS





In
addition to other information set forth in this Report, you should carefully
consider the risk factors previously disclosed in “Item 1A to Part 1” of our
Annual Report on Form 10-K for the year ended December 31,
2008.  There were no material changes from the risk factors during the
three and six months ended June 30, 2009.








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





None.





Item
3.     Defaults Upon Senior Securities





None.





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





No matter
was submitted to a vote of our securities holders during the fiscal quarter
ended June 30, 2009.






15








Item
5.      Other information





On March
15, 2009, Mr. Shepard Bentley, Mr. Steve Waszak and Dr. Shiva Sharareh advised
the Company’s board of directors of their intention to resign. Notwithstanding,
no signed resignations were submitted by either of the aforementioned
officers.





Subsequently,
Messrs. Bentley and Waszak continued to assist the Company with regards to its
SEC filings and certain other matters. The Company believes that such persons
intended to finalize their resignations following the filing of the Company’s
quarterly report on Form 10-Q for the period ended March 31, 2009 as filed with
the Securities and Exchange Commission on May 15, 2009.





However,
to date no such signed resignations have been received by the Company despite
requests for same. Accordingly, on August 18, 2009, the Board of Directors of
the Company took action removing Mr. Shepard Bentley, Mr. Steve Waszak and Dr.
Shiva Sharareh from their respective positions with the Company effective May
16, 2009, and appointed David Bruce Hong as the Company’s Chief Executive
Officer and Chief Financial Officer, effective May 16, 2009, and ratified all
actions taken by the prior offices of which the Board of Directors was aware
of.





Item
6.     Exhibits and Reports on Form 8-K





Exhibits





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





*31.1
Certification of David Bruce Hong Chief Executive Officer





*31.2
Certification of David Bruce Hong Chief Financial Officer





32.           Section
1350 Certifications





*32.1
Certification of Bruce Hong Chief Executive Officer





*32.2
Certification of Bruce Hong Chief Financial Officer









16








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:  August 19, 2009
                By:
                /s/  David Bruce
      HongDavid
      Bruce HongChief
      Executive Officer/s/  David Bruce
      HongDavid
      Bruce Hong
                  Chief
      Financial Officer














17