UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB*


(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

[ ]  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.)

                    King of Prussia Business Center, Suite C
                             1019 West Ninth Avenue
                           King of Prussia, PA 19406
                    (Address of principal executive offices)

                                 (215) 972-1717
                           (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 [ ] No [X]

*Registrant  has been  delinquent in its Form 10-QSBs for fiscal  quarters ended
March 31, 2007 and June 30, 2007.  Events  discussed in this filing are reported
and are accurate at the time of preparation.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable date: AS OF NOVEMBER 19, 2007, THERE WERE
43,142,936  SHARES OF COMMON  STOCK  ISSUED,  9,994,550  SHARES OF COMMON  STOCK
ISSUABLE, AND 12,300,000 SHARES OF SERIES A PREFERRED SHARES ISSUABLE.

TRANSITIONAL  SMALL  BUSINESS DISCLOSURE FORM YES [ ] NO [X]


<PAGE>

<TABLE>

<CAPTION>


FINANCIAL INFORMATION
ITEM 1.           FINANCIAL STATEMENTS


BIOFIELD CORP. (A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS

-----------------------------------------------------------------------------------


                                                         JUNE 30,      DECEMBER 31,
                                                       ----------------------------
ASSETS                                                     2007           2006
                                                        (Unaudited)     (Audited)
<S>                                                                    <C>

CURRENT ASSETS:
  Cash and cash equivalents                            $        216    $      2,361

  Accounts receivable                                          --              --

  Other current assets                                        9,000           8,234
                                                       ------------    ------------

      Total current assets
                                                              9,216          10,595


PROPERTY AND EQUIPMENT - Net                                   --               469
                                                       ------------    ------------

      TOTAL ASSETS                                     $      9,216    $     11,064
                                                       ============    ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable                                     $  1,417,167    $  1,352,641

  Accrued interest                                          569,839         438,529

  Accrued expenses                                          304,786         253,786
  Due to affiliate                                          464,997         337,921
  Advances from stockholder                               2,064,399       1,966,094
  Short-term notes payable                                2,190,489       2,157,085
                                                       ------------    ------------

      Total current liabilities                           7,011,677       6,506,056
                                                       ------------    ------------


Commitments and contingencies

STOCKHOLDERS' DEFICIT:
   Preferred Stock, $.001 par value; authorized
    12,300,000 preferred shares;
    12,300,000 preferred shares, Series
    A, issuable at June 30, 2007 and December 31,
    2006, respectively                                       12,300          12,300
  Common Stock, $.001 par value; authorized
    60,000,000, shares; 43,142,936 shares issued and
    9,994,550 shares issuable at June 30, 2007 and
    December 31, 2006, respectively                          53,138          53,138
  Treasury stock; 2,306,131 shares                           (3,100)         (3,100)
  Stock subscriptions                                         3,849           3,849
  Additional paid-in capital                             66,263,340      66,263,340
  Accumulated deficit during development stage          (73,331,988)    (72,824,519)
                                                       ------------    ------------

    Total stockholders' deficit                          (7,002,461)     (6,494,992)
                                                       ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT            $      9,216    $     11,064
                                                       ============    ============
</TABLE>


                  See notes to condensed financial statements.



                                       2
<PAGE>

<TABLE>

<CAPTION>


BIOFIELD CORP. (A  DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------
                                                                                                  PERIOD OCTOBER 16,
                                                                                                    1987 (DATE OF
                                            THREE MONTHS ENDED             SIX MONTHS ENDED       INCEPTION) THROUGH
                                                 JUNE 30,                       JUNE 30,               JUNE 30
                                     ------------    ------------    ------------    ------------    ------------
                                         2007            2006             2007            2006            2007
                                     ------------    ------------    ------------    ------------    ------------
<S>                                                                  <C>             <C>             <C>

REVENUE                              $       --      $       --      $     24,950    $       --      $    160,082

COST OF SALES
  Cost of goods sold                        5,303            --             8,435            --            83,882
  Loss on write down of inventory            --              --              --              --           693,500
                                     ------------    ------------    ------------    ------------    ------------

GROSS PROFIT (LOSS)                        (5,303)           --            16,515            --          (617,300)
                                     ------------    ------------    ------------    ------------    ------------


OPERATING EXPENSES:
  Research and development                   --              --              --              --        40,481,889
  Selling, general, and
  administrative                          177,302          36,420         260,965         155,826      31,551,288
  Impairment of intangible assets            --              --              --              --           194,268
  Gain on disposition of fixed
   assets                                    --              --              --              --            (8,084)
                                     ------------    ------------    ------------    ------------    ------------
      Total operating expenses            177,302          36,420         260,965         155,826      72,219,361
                                     ------------    ------------    ------------    ------------    ------------



OTHER INCOME (EXPENSE):
  Interest income                            --              --              --              --         2,476,722
  Interest expense and other
  finance costs:
     Interest expense                    (131,510)       (121,931)       (263,019)       (299,670)     (2,761,643)
     Amortization of shares issued
to lenders
        and other finance costs              --              --              --              --          (405,523)
  Royalty income and other                   --              --              --                22         214,866
                                     ------------    ------------    ------------    ------------    ------------
      Other expense, net                 (131,510)       (121,931)       (263,019)       (299,648)       (475,578)
                                     ------------    ------------    ------------    ------------    ------------

LOSS BEFORE INCOME TAXES                 (314,115)       (158,351)       (507,469)       (455,474)    (73,312,239)
PROVISION FOR INCOME TAXES                   --              --              --              --           (19,749)
                                     ------------    ------------    ------------    ------------    ------------

NET LOSS                             $   (314,115)   $   (158,351)   $   (507,469)   $   (455,474)   $(73,331,988)
                                     ============    ============    ============    ============    ============

NET LOSS PER SHARE:
     Basic and Diluted               $      (0.01)   $      (0.01)   $      (0.01)   $      (0.01)
                                     ============    ============    ============    ============

WEIGHTED-AVERAGE SHARES
     Basic and Diluted                 53,137,486      48,140,211      53,137,486      48,140,211
                                     ============    ============    ============    ============

</TABLE>



                  See notes to condensed financial statements.


                                       3
<PAGE>

<TABLE>

<CAPTION>


BIOFIELD CORP. (A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
---------------------------------------------------------------------------------------------------------------------
                                                                                                       PERIOD OCTOBER
                                                                                                             16,
                                                                                                        1987 (DATE OF
                                                                                                         INCEPTION)
                                                                               SIX MONTHS ENDED            THROUGH
                                                                                   JUNE 30,               JUNE 30,
                                                                        --------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                        2007            2006            2007
                                                                        ------------    ------------    ------------
<S>                                                                     <C>             <C>             <C>

  Net loss                                                              $   (507,469)   $   (455,474)   $(73,331,988)
  Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:

    Depreciation and amortization                                                469           1,014       2,761,675

    Amortization of premiums on short-term investments                          --              --           156,692

    Amortization of deferred financing costs                                    --              --         2,129,643

    Loss on disposal of property and equipment                                  --              --           194,102

    Loss on license and settlement agreements                                   --              --            49,026

    Loss on abandonment of patent applications                                  --              --           303,234

    Loss on inventory write-down                                                --              --           693,500

    Impairment of intangible assets                                             --              --           194,268

    Vendor settlements                                                          --              --           (77,257)

    Noncash compensation                                                        --            25,000       3,533,451

    Gain from disposition of fixed assets                                       --              --          (159,473)

    Interest paid in common stock                                               --            25,244         575,260

    Commisions and discounts on sale of common stock                            --              --            96,919

    Loan repayment default payable in shares of common stock                    --              --           350,000

    Consultancy fees paid in options                                            --            47,512         242,762
    Changes in assets and liabilities:

      Inventories                                                               --              --          (693,500)

      Prepaids                                                                  (766)         (1,500)       (141,582)

      Due to affiliate                                                       127,076            --           464,997

      Accounts payable and accrued liabilities                               246,836         151,297       2,348,875
                                                                        ------------    ------------    ------------
          Net cash used in operating activities                             (133,854)       (206,907)    (60,309,396)
                                                                        ------------    ------------    ------------

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                                  --              --           294,748

  Purchases of short-term investments                                           --              --       (26,476,638)

  Proceeds from sale and maturity of short-term investments                     --              --        26,406,378
                                                                        ------------    ------------    ------------

          Net cash used in investing activities                                 --              --        (3,168,730)
                                                                        ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Repayments of capitalized lease obligations                                   --              --           (82,234)

  Proceeds from issuance of preferred stock - net                               --              --        22,341,892
  Proceeds from issuance of common stock and common stock warrants -
   net                                                                          --         1,729,728      35,203,258
  Proceeds from exercise of common stock options and common stock
warrants                                                                        --              --           298,546

  Proceeds from issuance of notes payable                                    224,395          90,367       1,713,395

  Notes financing costs                                                         --              --           262,077

  Advances from stockholder and related party                                (92,686)     (1,612,106)      3,184,200

  Repayments 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           --              --         2,546,533

                                                                        ------------    ------------    ------------

                                       4

<PAGE>

          Net cash provided by financing activities
                                                                             131,709         207,989      63,589,839
                                                                        ------------    ------------    ------------



    NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                      (2,145)          1,082         111,713


    EFFECT OF EXCHANGE RATE CHANGES                                             --              --          (111,497)


    BEGINNING OF PERIOD                                                        2,361           2,794            --

                                                                        ------------    ------------    ------------

    END OF PERIOD                                                       $        216    $      3,876    $        216
                                                                        ============    ============    ============

Supplementary disclosure of cash flow information:
   Cash paid for interest                                               $       --      $       --      $       --
                                                                        ============    ============    ============

   Cash paid for taxes                                                  $       --      $       --      $       --
                                                                        ============    ============    ============
</TABLE>


                  See notes to condensed financial statements.














                                       5
<PAGE>


BIOFIELD CORP.
A DEVELOPMENT STAGE COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



NOTE 1 - ORGANIZATION

As a medical  company,  Biofield  Corp.  (the  "Company") has developed a highly
proprietary system to assist in detecting breast cancer. The Company is still in
a development stage.

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, 2007 and the related operating
results  and cash flows for the interim  period  presented  have been made.  The
results of operations of such interim periods are not necessarily  indicative of
the  results  of the full year.  This  financial  information  should be read in
conjunction  with  the  Consolidated  Financial  Statements  and  Notes  thereto
included  in the  Company's  Annual  Report on Form  10-KSB  for the year  ended
December 31, 2006. There have been no changes in significant accounting policies
since December 31, 2006.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its 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.

Reclassification

Certain  amounts  in  the  2006  consolidated  financial  statements  have  been
reclassified for comparative purposes to conform to the presentation in the 2007
consolidated financial statements.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and  Financial  Liabilities  - Including  an amendment of FASB


                                       6
<PAGE>

Statement No. 115" ("SFAS  No.159").  SFAS No. 159 allows companies to choose to
measure many financial  instruments and certain other items at fair value.  SFAS
No. 159 will become  effective  for the Company  beginning in fiscal  2009.  The
Company is currently  evaluating  what effects the adoption of SFAS No. 159 will
have on the Company's future results of operations and financial condition.

NOTE 4 - SUBSEQUENT EVENTS

MKG Initiatives in Foreign Markets

Since  June  30,  2007  MKG  continued  to  meet  with  significant  government,
healthcare, distribution, and manufacturing contacts to distribute, manufacture,
and develop the BDS in foreign markets.

China

On August 1,  2007,  MKG  signed a  memorandum  of  understanding  (MOU) to form
BIOFIELD  ASIA,  a joint  venture  with United  Premier  Medical  Group  Limited
("UPMG"), a premier healthcare provider,  which in partnership with world renown
Western healthcare providers,  delivers healthcare services to China,  including
through UPMG's VIP OB/GYN centers in China.

Under the terms of the MOU,  BIOFIELD ASIA will, on an exclusive basis,  market,
distribute,  manufacture,  and further  develop and conduct R&D on the BDS in or
for, among other markets,  mainland China, Hong Kong,  Macau, and Taiwan.  Under
the MOU,  UPMG at its own cost will seek  approval  from the State Food and Drug
Administration  of the People's  Republic of China, and will pay certain sums to
purchase  BDS  devices  and  sensors  and will pay  certain  sums  upon  certain
milestones related to, among others, regulatory approval, manufacture, and sales
in China and certain countries.

The Philippines

Since June 30, 2007,  MKG has had repeated  meetings  with,  and have  conducted
demonstrations for, significant government, church, healthcare, and distribution
representatives in the Philippines.  In October 2007, MKG formed a joint venture
with Eastern Petroleum Corporation,  one of the leading businesses and petroleum
companies in the  Philippines.  The joint  venture is called the MacKay  Eastern
Medical  Group  and will  bear  the  exclusive  responsibility  and  expense  to
distribute,  market,  gain regulatory  approval for, and further develop the BDS
and related technologies in the Philippines, Indonesia, and Malaysia. In October
2007,  an  initial  order of 10  devices  and 20 cases of  sensors  was sold and
delivered to the joint venture.  On October 24, 2007 the joint venture presented
the BDS at a major  breast  cancer  detection  symposium  in Manila  attended by
approximately  200  guests,  including  representatives  from  100  of  the  top
hospitals  and  medical  institutions  in the  Philippines  and  government  and
industry  representatives from the Philippines,  China, and India. The symposium
generated  significant  interest  from  medical  organizations   throughout  the
Philippines, many of them are discussing possible purchase orders. The Symposium
further generated  significant interest from leading  organizations in China and
India and discussions are taking place about  distribution and  manufacturing in
China and India.

The MKG Master License

On July 27, 2007 the Company signed a master license agreement (the "Agreement")
with MKG.  Pursuant to the  Agreement,  the Company  granted to MKG an exclusive
(even to the Company),  sub licensable,  royalty-bearing,  worldwide  license to
make,  have made,  use,  import,  offer for sale, and sell devices,  sensors and
other products or services  incorporating the Company's  patented and unpatented
breast cancer detection technology,  including, but not limited to, the BDS, the
Biofield  Breast  Cancer  Proliferation  Detection  System,  the  Breast  Cancer
Diagnostic Device,  and the Biofield Breast Examination or BBESM  (collectively,
the  "Technology").  The Company  also granted  MKG, on a worldwide  basis,  the
Exclusive Distribution, Manufacturing, Development, Clinical, and R&D Rights (as
those terms are defined in the Agreement) with regard to the  Technology.  Under


                                       7
<PAGE>

the Agreement,  MKG assumes from the Company the sole responsibility and expense
to market,  manufacture,  further  develop  (clinically  and  technically),  and
otherwise commercialize the Technology. MKG further assumes from the Company the
sole responsibility and expense to secure additional regulatory approvals and to
conduct  additional  clinical  trials and R&D.  MKG will also make  commercially
reasonable  efforts to, among other things,  further  develop the Technology for
screening, as opposed to purely diagnostic,  purposes and for cancers other than
breast cancer.

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

Developments in the U.S.

Since  June  30,  2007 the  Company  continued  to  transition  its  operations,
facilities,  inventory, and clinical,  technical, and financial records from its
former offices in Alpharetta, Georgia and California to the Company's new office
in King of Prussia.  In July 19, 2007 the Company moved its principal  executive
office  from 1615  Walnut  Street,  3rd  Floor,  Philadelphia,  PA 19103 and the
contents of its former Alpharetta,  Georgia facility to King of Prussia Business
Center, Suite C, 1019 West Ninth Avenue, King of Prussia, PA 19406.

In July 2007 Kenny Lau, who helped spearhead the initiatives with UPMG, was also
appointed  Company director.  In July 2007,  Michael Yom's position changed from
president  to chief  operating  officer.

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

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

Certain statements  contained in this  "Management's  Discussion and Analysis of
Financial  Condition and Results of Operations" and elsewhere in this report are
forward-looking   statements  that  involve  risks  and   uncertainties.   These
statements relate to future events or our future financial performance.  In some
cases,  forward-looking  statements  can be  identified by  terminology  such as
"may", "will", "should",  "expect",  "anticipate",  "intend", "plan", "believe",
"estimate",  "potential",  or  "continue",  the negative of these terms or other
comparable  terminology.   These  statements  involve  a  number  of  risks  and
uncertainties.   Actual  events  or  results  may  differ  materially  from  any
forward-looking  statement  as a result  of  various  factors,  including  those
described  above and in the  Company's  last Form  10-KSB for 2005  under  "Risk
Factors",  available  online at  http://www.sec.gov/Archives/edgar/data/1007018/
000112178106000104/biofield10ksb123105r.txt.  We have no  obligation  to release
publicly the result of any revisions to any of our "forward-looking  statements"
to reflect events or  circumstances  that occur after the date of this Report or
to reflect the occurrence of other unanticipated events.

THE COMPANY'S FOCUS ON FOREIGN MARKETS UNDER MKG

Prior management's focus was on securing U.S. FDA approval to distribute the BDS
in the  U.S.  Under  MKG,  the  Company  has  reoriented  its  energies  towards
generating sales in foreign markets with significant populations of women, where
MKG has significant  industry and government  relationships,  where the need for
the  BDS  appears  compelling,  and  where  the  regulatory  hurdles  are not as
burdensome.  Included among the foreign  markets are China  (including Hong Kong
and Macau),  India, the  Philippines,  Indonesia,  Malaysia,  and other parts of
Asia, Mexico, Latin America, the Caribbean, Africa, Europe, and the Middle East.
The  initial  countries  MKG  is  focusing  on  (China,  India,  Indonesia,  the
Philippines,  Mexico,  and Malaysia)  account for  approximately one half of the


                                       8
<PAGE>

world's  female  population.  As articulated in the recent October 15, 2007 Time
article,  MKG  recognized  from the outset  that  breast  cancer is no longer an
affliction which only concerns certain segments of women in the U.S. and Western
Europe but is  tragically a global  challenge.  Given the nature of the BDS, the
Company believes that the BDS can play a role to help promote early detection in
foreign  countries,  which for a variety of reasons  may not have the  detection
technologies present in the U.S. and Western Europe.

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

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

MKG Initiatives in Foreign Markets

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

China

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

On August 1,  2007,  MKG  signed a  memorandum  of  understanding  (MOU) to form
BIOFIELD  ASIA,  a joint  venture  with United  Premier  Medical  Group  Limited
("UPMG"), a premier healthcare provider,  which in partnership with world renown
Western healthcare providers,  delivers healthcare services to China,  including
through UPMG's VIP OB/GYN  centers in China.  See MKG press release dated August
1,2007 available online at
http://biz.yahoo.com/bw/070801/20070801005219.html.v=1.

Under the terms of the MOU,  BIOFIELD ASIA will, on an exclusive basis,  market,
distribute,  manufacture,  and further  develop and conduct R&D on the BDS in or
for, among other markets,  mainland China, Hong Kong,  Macau, and Taiwan.  Under
the MOU,  UPMG at its own cost will seek  approval  from the State Food and Drug
Administration  of the People's  Republic of China, and will pay certain sums to
purchase  BDS  devices  and  sensors  and will pay  certain  sums  upon  certain
milestones related to, among others, regulatory approval, manufacture, and sales
in China and certain countries.


                                       9
<PAGE>


Following the successful  demonstration of the BDS at the October 24, 2007 major
breast  cancer  detection  symposium  in Manila,  which was  attended by leading
Chinese  representatives,  arrangements  are being made for additional  meetings
with leading Chinese health officials.

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

India

In  2007,  MKG has had  discussions  with  hospital,  medical  and  distribution
representatives  from India,  including those  associated with leading  hospital
systems and distribution networks in India, about the distribution of the BDS in
India. Following the successful demonstration of the BDS at the October 24, 2007
major breast cancer detection symposium in Manila, which was attended by leading
Indian   representatives,   there   was   significant   interest   from   Indian
representatives  about potential  significant  orders and about distributing and
securing  regulatory  approval  for the BDS in India and other  countries in the
Indian subcontinent including Nepal and Bangladesh.  Arrangements are being made
for meetings in India in October-November  2007. The Company expects to conclude
a distribution arrangement in India before the end of 2007.

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

The Philippines, Indonesia and Malaysia

In 2007 MKG has had repeated  meetings with,  and have conducted  demonstrations
for,   significant   government,    church,    healthcare,    and   distribution
representatives in the Philippines. On March 8, 2007, MKG delivered a BDS device
and three cases of sensors to a hospital in the  Philippines.  The  hospital has
started to take the unit to the provinces as part of their mobile health systems
services.  MKG believes that the Filipino  Government and the Catholic Church in
the Philippines  will publicly  support the BDS as part of national  initiatives
promoting early detection of breast cancer.

In October 2007, MKG formed a joint venture with Eastern Petroleum  Corporation,
one of the leading  businesses and petroleum  companies in the Philippines.  The
joint  venture  is called  the MacKay  Eastern  Medical  Group and will bear the
exclusive  responsibility and expense to distribute,  market,  secure regulatory
approval  for,  and  further  develop the BDS and  related  technologies  in the
Philippines,  Indonesia,  and Malaysia.  In October 2007, an initial order of 10
devices and 20 cases of sensors was sold and delivered to the joint venture.  On
October 24, 2007 the joint  venture  presented  the BDS at a major breast cancer
detection  symposium in Manila attended by approximately  200 guests,  including
representatives  from 100 of the top hospitals and medical  institutions  in the
Philippines and government and industry  representatives  from the  Philippines,
China,  and India.  Following  the  successful  demonstration  of the BDS at the
October 24, 2007 major breast cancer detection symposium in Manila,  discussions
are taking  place about  potential  significant  orders to be delivered in early
2008.

According to the U.N., there are over 22.45, 8.5, and 3 million women ages 40-70
years old in Indonesia, the Philippines and Malaysia respectively.  According to
the  International  Agency for Research on Cancer,  the breast cancer  incidence
rate in Indonesia,  the  Philippines,  and Malaysia is 26.1,  46.6, and 30.8 per
100,000 respectively.

Mexico

In January 2007, on behalf of the Company, certain representatives  successfully
conducted patient  demonstrations  and seminars of the BDS in Mexico City before


                                       10
<PAGE>

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

Continued  discussions  have taken  place with the Mexican  representatives  who
conducted the Mexico City demonstration (as well as with other representatives).
Discussions  have  taken  place  about  sublicensing  the  BDS  for  Mexico  and
Spanish-speaking countries in Latin America, purchase orders for the BDS devices
and sensors and  securing  regulatory  approval and  establishing  manufacturing
facilities for the BDS in Mexico. MKG believes that sublicense arrangements will
be finalized before the end of 2007.

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

Singapore

On February 28, 2007,  Biofield  sold a BDS device and three cases of sensors to
leading  distributor  in Singapore.  The gross  proceeds  totaled  $24,950.  The
distributor is an industry leader in Singapore in biomedical engineering,  which
serves all the major medical centers and hospitals in Singapore. The end user is
a nationally and internationally  acclaimed  institution in Singapore,  which is
recognized as an innovator for cutting edge technologies, including those in the
biomedical  science industry and medical device field, and for its commitment to
public and  community  service.  The sale was the  result of a tender  which was
awarded to the Company.  In addition to using the BDS for  diagnostic  purposes,
the end user is conducting  significant research which may impact the use of the
BDS  for  screening  purposes.  The  distributor  believes  its  clients  may be
interested  in buying the BDS devices and  sensors.  See Company  press  release
dated   February   28,   2007   available   online   at   www.biofield.com   and
http://investor.biospace.com/biospace?GUID=1276816&Page=MediaViewer&Ticker=BZET.

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

Other Foreign Markets

In 2007, MKG has had discussions with representatives in other foreign countries
concerning  South  Africa,  Japan,  and other  countries  in the Middle East and
Africa.  The  Company  under  prior  management  presented  the  BDS to  leading
government,  hospital, and medical representatives from South Africa,  including
First Lady Mbeki.  During the same trip, the Company met with leading government
representatives  from  Botswana.  Significant  interest was  received  including
interest  about  transporting  the BDS  through  mobile  van  units.  There  are
currently  several BDS devices in South Africa.  The Company has also  conducted
demonstrations for leading Japanese representatives.  One of the Company's prior
clinical  trials  took place in Japan.  Discussions  have also taken place about
distributing  the BDS in Middle Eastern  countries  such as Iraq,  Saudi Arabia,
United Arab Emirates, Kuwait, Jordan, and Lebanon.


                                       11
<PAGE>


According to the U.N.,  there are over 5.1 and 25 million women ages 40-70 years
old in South  Africa  and Japan  respectively.  According  to the  International
Agency for Research on Cancer,  the breast cancer incidence rate in South Africa
and Japan is 35 and 32.7 per 100,000 respectively.

Developments in the U.S.

In  2007  the  Company  continued  to  transition  its  operations,  facilities,
inventory,  and  clinical,  technical,  and  financial  records  from its former
offices in  Alpharetta,  Georgia and  California  to the Company's new office in
King of  Prussia.  In July 19, 2007 the Company  moved its  principal  executive
office  from 1615  Walnut  Street,  3rd  Floor,  Philadelphia,  PA 19103 and the
contents of its former Alpharetta,  Georgia facility to King of Prussia Business
Center, Suite C, 1019 West Ninth Avenue, King of Prussia, PA 19406. Now that the
move is  complete,  the  Company  is  undergoing  the steps  needed to audit and
certify  the  King  of  Prussia  office  and  the  re-issuance  of the  CE  Mark
precipitated by the change in facilities.  See the Company's Form 8-K filed July
19,    2007,    available    online    at     http://www.sec.gov/Archives/edgar/
data/1007018/000112178107000218/biofielda8k71907.htm.

In May 2007,  Michael  Antonoplos was appointed as a Company director and as the
Company's interim chief executive  officer.  Kenny Lau, who helped spearhead the
initiatives with UPMG, was also appointed  Company director in July 2007. In May
2007,  Michael Yom's position changed from president to chief operating officer.
See  the  Company's  Form  8-K  filed  July  19,  2007,   available   online  at
http://www.sec.gov/Archives/edgar/data/1007018/000112178107000218/biofielda
8k71907.htm. The Company  continues to meet and have  discussions with
representatives with significant  financial and medical expertise to bolster the
Company's management, board, and advisory board.

In 2007  the  Company  continues  to make  efforts  to (1)  manufacture  the new
prototype of the BDS device (in the U.S.,  China,  Mexico and elsewhere) and (2)
reinitiate  additional  clinical  trials in the U.S. which would help facilitate
securing U.S. FDA approval. The Company has had repeated discussions with former
representatives  of the Company and  physicians  involved in developing the BDS,
clinical trials and development,  and the use of the BDS for screening purposes.
Those  discussions  are in addition to the discussions MKG has had and continues
to have with leading  representatives in China, India, the Philippines and other
foreign countries.  Several of the representatives and physicians the Company is
meeting with have  successfully  secured U.S. FDA approval for other technology.
Further,   the  Company  has  had   discussions  and  meetings  with  healthcare
institutions in the U.S. about additional clinical trials, the use of the BDS in
women's health centers,  and possible joint clinical trials with leading medical
institutions  in Asia and Europe  introduced by MKG. Given the  availability  of
patients for clinical trials in Asia and MKG's  relationship  with leading Asian
medical  institutions,  one of MKG's goals is to conduct clinical trials in Asia
with leading  Asian and Western  medical  institutions,  which would  facilitate
efforts  to  secure  U.S.  FDA  approval.  Finally,  the  Company  has met  with
engineering  and design  experts in the U.S.  and China to  manufacture  the new
prototype  of the BDS device and  further  develop  the devise and  sensors  for
screening.  Device  schematics  are now being  reviewed  by  experts in China to
manufacture  the new  prototype  in  China.  The  Company  is  also  considering
facilities in the U.S.  which have been certified by the U.S. FDA with regard to
non-invasive cancer detection technology.

In October 2007 the Company and MKG entered into a collaboration  agreement with
SpectRx,  Inc. The chief executive officer of SpectRx,  Dr. Mark Faupel, was one
of the original  inventors  of the BDS and has  developed  similar  non-invasive
cervical  cancer  technology.  Dr.  Faupel and fellow  SpectRx  board member and
international  healthcare  policy expert,  Dr. Ronald Hart, helped presented the
BDS at the October 24, 2007 Manila Breast Cancer  Detection  Symposium.  SpectRx
has  certified  manufacturing  facilities  in the U.S. and will help the Company
manufacture the new prototype of the BDS for potential purchase orders from Asia
and elsewhere.  Upon reestablishing  manufacturing from the U.S. to fulfill more
immediate purchase order,  discussions are occurring with SpectRx to manufacture
the BDS in  Asia.  SpectRx  has CE Mark  certification  and will  work  with the
Company to  expeditiously  secure CE Mark  certification  from the Company's new
facilities  in King of Prussia  and/or  from  SpectRx's  facilities  in Atlanta.
SpectRx also has substantial  experience  before the U.S. FDA and will work with


                                       12
<PAGE>

the Company to reinitiate  its efforts before the U.S. FDA. From his time at the
Company, Dr. Faupel also has extensive knowledge about the screening application
for the BDS and will work with the  Company to further  develop  the BDS device,
sensors,  and sensor  configurations for screening  purposes.  SpectRx will also
work with the  Company  and MKG to  conduct  clinical  trials,  including  joint
U.S.-Asia  trials,  which may help the Company's efforts before the U.S. FDA and
which relate to the  application of the BDS for screening and cancers other than
breast cancer. In turn, using its significant relationships in Asia, MKG and the
Company will help market and distribute  SpectRx's cervical cancer technology in
Asia. MKG have  subsequently  entered into an  arrangement  with SpectRx and its
affiliates to manufacture the BDS. Under this  arrangement,  MKG will become the
exclusive  distributor of SpectRx's  cervical  cancer  detection  technology for
Asia.

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

After  previously  reducing its debt by $2 million in 2006,  in 2007 the Company
continues  to make  efforts  to  reduce  its  debt  with  several  of its  major
creditors.

LONG-TERM STRATEGY AND GOALS

The long term  strategy and goal of the Company under MKG is to become a leading
provider  of   state-of-the-art   medical  and   healthcare-related   technology
throughout  the world.  The Company's  immediate  goal is the  distribution  and
manufacture  of the BDS  first in  foreign  markets  and  then in the U.S.  upon
securing U.S. FDA  approval.  The Company  under MKG,  however,  is working with
medical  experts in the U.S.,  Asia,  the Middle  East,  and Europe on  advanced
medical and  healthcare-related  technologies  other than the BDS, which MKG can
use  its  government  and  industry  relationships  in  Asia  and  elsewhere  to
distribute,   manufacture  and  further  develop.  While  many  of  these  other
technologies  relate to women's  health  and  non-invasive  technologies,  other
technologies relate to fields such as hospital and data management, emergency or
triage management, diabetes, obesity, and childhood diseases and care.

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

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

Second,  MKG  has  been  working  with  leading  foreign  hospital  and  medical
institutions,  which are considered to be influential medical opinion leaders in


                                       13
<PAGE>

the country.  Discussions to date have generated  interest relating to potential
purchase  orders and to potential  joint clinical  trials and  development  with
leading institutions and experts in the U.S. and Europe,  including on screening
and other cancers.

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

The  fourth  level  relates  to   manufacturing.   MKG  has  been  working  with
manufacturers  in China and Mexico which are reviewing the  schematics and other
materials  relating to the  prototype  device.  MKG has also been working with a
sensor  manufacturer  with  manufacturing  facilities in China,  India,  Eastern
Europe,  and the U.S. MKG recognizes  the importance of properly  reestablishing
manufacturing given regulatory  requirements here and overseas. Its intent is to
first  reestablish  manufacturing  of the prototype  device in the U.S. and then
supplement and/or transfer manufacturing to certified  manufacturing  facilities
in China,  India,  Mexico  and  elsewhere.  It is  working  with  technical  and
regulatory experts in the U.S. and Asia to properly  reestablish  manufacturing.
Its ultimate goal is develop its own certified manufacturing facilities, whether
in the U.S., Asia and/or elsewhere,  which not only would eliminate  outsourcing
but allow manufacture of other possible medical technology.

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

LIQUIDITY AND CAPITAL RESOURCES

Since the MKG  Acquisition  on March 30, 2006 we have  financed  our  operations
primarily  with loans or advanced made by MKG.  During the six months ended June
30, 2007, the Company continued to focus on the transition to new management and
facilities  and on  efforts to  penetrate  significant  foreign  markets in Asia
including China, the Philippines, and Singapore.

At June 30, 2007 we had a working capital deficiency of $7,002,461.

Our total  assets were $9,216 at June 30,  2007.  Our cash and cash  equivalents
were $216 at June 30,  2007.  For the six months ended June 30, 2007 there was a
decrease in cash and cash equivalents of $2,145,  from $2,361 as of December 31,
2006. There were no accounts receivable at June 30, 2007 and 2006.

Operating Activities

At June 30, 2007,  we had no value on the balance  sheet for the  inventory as a
full  provision has been recorded for all the items in our  inventory.  Property
and equipment is now fully depreciated.

During the first six months of fiscal year 2007,  we had a net loss of $314,115,
compared  to  $158,351  for the first six  months of the fiscal  year  2006,  an
increase of $155,764.  During the first six months of fiscal year 2007,  our net
cash used in operating  activities  was  $133,854,  compared to $206,907 for the
first six months of the fiscal year 2006, a decrease of $73,053.


                                       14
<PAGE>



There was no accounts receivable at the six months ended June 30, 2007 and 2006.
For the  first six  months  of  fiscal  year  2007,  we had an  increase  due to
affiliates  of $127,076,  compared to $0 for the first six months of fiscal year
2006.  For the first six  months of fiscal  year  2007,  we had an  increase  in
accounts payable and accrued liabilities of $246,836,  compared to a decrease of
$151,297 for the first six months of fiscal year 2006.


During the six months ended June 30, 2007, we made  adjustments to reconcile net
loss  used in  operating  activities  for  depreciation  in the  amount of $469,
compared to $1,014 for the six months ended June 30, 2006, a decrease of $545.


Investing Activities

There were no investing  activities ended for the six months ended June 30, 2007
and 2006.

Financing Activities

During the six months ended June 30, 2007, we had net cash provided by financing
activities  of $131,709,  compared to $207,989 for the six months ended June 30,
2006.  During the six months ended June 30, 2007,  we had proceeds from issuance
of notes payable of $224,395,  compared to $90,367 for the six months ended June
30,  2006.  During the six  months  ended June 30,  2007 we had a  reduction  in
advances from stockholder and related parties of $92,686, compared to $1,612,106
for the six months  ended June 30,  2006.  During the six months  ended June 30,
2007 there were no issuance of common stock,  compared to $1,729,728 in proceeds
received from stock sales during the six months ended June 30, 2006.

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, 2006 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, 2007 with the three month
period ended June 30, 2006

We had no sales for the three month period ended June 30, 2007 and 2006.  We had
cost of sales of $5,303 and $0 for the three  month  period  ended June 30, 2007
and 2006, respectively.  A full provision has been recorded in prior periods for
inventory  which  impacts  cost of sales for  2007.  In 2006 we did not sell any
products and did not incur any cost of sales.

The total  operating  expenses for the three months ended June 30, 2007 and 2006
were $177,302 and $36,420 respectively,  representing an increase of $140,882 or
387%. The increase period over period is due to costs associated with moving the
Company's inventory, equipment, and financial, regulatory, and technical records


                                       15
<PAGE>

to its new King of Prussia office and with efforts to penetrate foreign markets.
All of the  operating  expenses for the period were related to selling,  general
and administrative  expenses. There were no research and development expenses or
impairment  to  intangible  assets in the three month period ended June 30, 2007
and 2006.

Net interest expense for the three month period ended June 30, 2007 and 2006 was
$131,510 and $121,931, representing an increase of $9,579 or 7.86%. The increase
is a direct result of a rise in debt period over period.

There was no  amortization  of shares  issued to lenders and other finance costs
for the three month period ended June 30, 2007 and 2006.

As a result of the  foregoing,  we incurred a net loss of $314,115 for the three
month  period  ended June 30,  2007,  compared to  $158,351  for the three month
period ended June 30, 2007, an increase of $155,764.

Comparison of the six month period ended June 30, 2007 with the six month period
ended June 30, 2006

We had sales of $24,950 and $0 for the six month  period ended June 30, 2007 and
2006,  respectively.  We had cost of sales of  $8,435  and $0 for the six  month
period ended June 30, 2007 and 2006,  respectively.  A full  provision  has been
recorded in prior periods for inventory which impacts cost of sales for 2007. In
2006 we did not sell any products and did not incur any cost of sales.

The total  operating  expenses  for the six months  ended June 30, 2007 and 2006
were $260,965 and $155,826 respectively, representing an increase of $105,139 or
68%. The increase period over period is due to costs  associated with moving the
Company's inventory, equipment, and financial, regulatory, and technical records
to its new King of Prussia office and with efforts to penetrate foreign markets.
All of the  operating  expenses for the period were related to selling,  general
and administrative  expenses. There were no research and development expenses or
impairment to intangible  assets in the six month period ended June 30, 2007 and
2006.

Net  interest  expense for the six month period ended June 30, 2007 and 2006 was
$263,019 and $299,670,  representing  a decrease of $36,651 or 12%. The decrease
is a direct result of a significant  reduction in debt at the end of March, 2007
that impacted period over period.

There was no  amortization  of shares  issued to lenders and other finance costs
for the six month period ended June 30, 2007 and 2006.

As a result of the  foregoing,  we incurred a net loss of  $507,469  for the six
month period ended June 30, 2007,  compared to $455,474 for the six month period
ended June 30, 2007, an increase of $51,995, or 12%.

PRODUCT RESEARCH AND DEVELOPMENT

Material  research and development  expenditures are expected during the next 12
months, as MKG as the Company's master licensee and MKG's  sublicensees  proceed
to distribute and  manufacture  the BDS overseas,  further  develop the BDS, and
reinitiate efforts before the U.S. FDA. Much of the expenses, with the exception
of the efforts before the U.S. FDA, will be borne on MKG as the master  licensee
or MKG's sublicensees.

ACQUISITION OR DISPOSITION OF PLANT AND EQUIPMENT

Overseas  sales of the current  version of the BDS and  sensors are  expected to
occur during the next 12 months. We are also working to manufacture more devices
and sensors for prospective  orders.  The  acquisition of significant  property,


                                       16
<PAGE>

plant or  equipment  is also  expected  during the next 12 months as MKG and its
sublicensee proceed to distribute and manufacture the BDS overseas.  Much of the
expenses will be borne by MKG as the master licensee or MKG's sublicensees.

NUMBER OF EMPLOYEES

From our inception  through the MKG  Acquisition on March 30, 2006, we relied on
the services of outside  consultants and had two full time  employees.  From the
MKG  Acquisition  to  December  31,  2006,  we  relied  on the  services  of MKG
representatives and outside  consultants and 1 full time employee.  In 2007, the
Company  under  MKG  has  been  working  with  medical,  financial,  regulatory,
technical, legal and other experts in the U.S. and Asia towards distributing and
manufacturing the BDS overseas,  taking the steps for CE Mark  certification for
the  Company's new  facilities,  reinitiating  efforts  before the U.S. FDA, and
further  developing the prototype of the BDS device and the BDS sensors.  Within
the next 12 months, the Company under MKG anticipates  bringing in these experts
as part of the Company's  management,  outside consultants,  board, and advisory
board. In order for us to attract quality personnel,  we anticipate we will have
to offer competitive salaries. relied on the services of outside consultants for
services  and had two full time  employees.  relied on the  services  of outside
consultants  for  services  and had two full time  employees.  As we continue to
expand, we will incur additional cost for personnel.  This projected increase in
personnel is dependent  upon our  generating  revenues and obtaining  sources of
financing. There is no guarantee that we will be successful in raising the funds
required or generating revenues sufficient to fund the projected increase in the
number of employees.

OFF-BALANCE SHEET ARRANGEMENTS

None.

ITEM 3.  CONTROLS AND PROCEDURES

Based on their  evaluation,  our Chief  Executive  Officer  and Chief  Financial
Officer  concluded  that  partly due to the  transition  to new  management  and
facilities, our disclosure controls and procedures need improvement and were not
adequately effective as of December 31, 2006 to ensure timely reporting with the
Securities  and  Exchange  Commission.  Our  management  is in  the  process  of
identifying  deficiencies with respect to our disclosure controls and procedures
and implementing  corrective  measures,  which includes the establishment of new
internal policies related to financial reporting.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As  required by Rule  13a-15(d),  the  Company's  Chairman  and Chief  Financial
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, 2006, the Company has concluded that the current system
of  disclosure  controls and  procedures  needs  improvement,  partly due to the
transition to new  management,  facilities,  and  auditors.  As a result of this
conclusion, the Company has initiated the changes in internal control. It should
be noted that any system of controls,  however well designed and  operated,  can
provide only reasonable, and not absolute,  assurance that the objectives of the
system will be met. In  addition,  the design of any control  system is based in
part upon certain assumptions about the likelihood of future events.

LACK OF ADEQUATE ACCOUNTING STAFF

Due to limitations in financial and management  resources,  the Company does not
have adequate  accounting staff. As a result,  the Company took steps to address


                                       17
<PAGE>

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

We are  currently  not a party  to any  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

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

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

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

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

As stated above, at the same time it is proceeding to distribute and manufacture
the  BDS in  foreign  countries,  which  are  subject  to  different  regulatory
requirements  than those of the U.S. FDA, the Company under MKG is  concurrently
working with  regulatory,  medical,  clinical,  legal and  technical  experts to
reinitiate  the Company's  efforts before the U.S. FDA. The Company under MKG is
prepared,  and is working with regulatory,  medical, and clinical experts in the
U.S. and abroad, to proceed ahead to obtain PMA approval.  It is still assessing
however  its  options  to  reclassify  its  device.  Given the  interest  it has
generated with government and medical representatives  overseas, the prospect of
joint Asia-U.S. clinical trials and the number of potential clinical subjects in
heavily  populated  countries in Asia, the Company believes that its initiatives


                                       18
<PAGE>

overseas  will help it when it resubmits  before the U.S.  FDA.  There can be no
reasonable assurance that the Company's efforts to secure U.S. FDA approval will
be successful.

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

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

The  situation did not  materially  change in 2006, as the Company under MKG was
focused on, among other things, the transition to new management and facilities.
In 2006, the Company under MKG did reduce the Company's debt by $2 million,  and
in 2007  is  working  with  several  of its  major  creditors  on  further  debt
reduction.  In 2006,  the  Company  under MKG  relied on  funding in the form of
advances by MKG and the issuance of certain  notes.  In 2007,  the Company under
MKG has  begun  to make  arrangements  overseas,  including  China,  India,  the
Philippines,  Indonesia,  and Mexico,  which should generate  significant  sales
revenues,  and  which  also has  generated  interest  from  certain  significant
investors in the U.S. and abroad. There can be no reasonable assurances that the
Company's funding/ sales efforts will be successful.

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

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

We Have a Limited Operating History

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

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

Prior to the MKG Acquisition,  we had no established source of operating revenue
and had incurred net operating losses since our inception. At December 31, 2005,


                                       19
<PAGE>

we had an accumulated  deficit of approximately  $72 million.  These losses have
resulted  principally  from costs  incurred  in  research  and  development  and
clinical trials and from general and  administrative  costs  associated with our
operations.  Prior to the MKG  Acquisition,  we  expected  operating  losses  to
continue,  mainly due to the anticipated expenses associated with the pre-market
approval  process and  proposed  commercialization  of our device,  research and
development and marketing  activities and  administration  costs. Our continuing
losses have caused our  independent  accountants  to qualify  their audit report
regarding our use of "going  concern"  basis of accounting in preparation of our
2006 consolidated financial statements.  The Company under MKG is now focused on
distributing the BDS overseas based on MKG's foreign government,  industry,  and
distribution   relationships,   which  MKG  believes   will  not  only  generate
significant  revenues and  potentially  bring in investment,  but will also work
with MKG and the Company to further  develop the BDS,  including with respect to
clinical  trials  and  research  and  development.  There  can be no  reasonable
assurances, however, that such efforts will be successful.


Our Business May Never Become Profitable

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

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

Since 1998,  our lack of financial  resources  has caused us to delay payment of
our obligations as they became due in the ordinary course of our business.  Such
delays have damaged some of our vendor and professional relationships,  and have
caused us to incur  additional  expenses  in the  payment  of late  charges  and
penalties.  As of December 31, 2005, we had a working capital deficiency of $7.8
million and  accounts  payable,  primarily  to service  providers  and  vendors,
aggregating approximately $1.3 million, substantially all of which are past due.
These amounts have  increased  since December 31, 2005. At December 31, 2005, we
also owed our employees approximately  $217,245.  While it was consumed for most
of 2006 in the transition to new management  and  facilities,  the Company under
MKG is  working to reduce its debt with  several of the major  creditors  and in
2006 reduced the debt by $2 million.  There can be no reasonable assurances that
its efforts to further resolve debt will be successful.

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

Prior  to the  MKG  Acquisition,  we  expected  that we  will  need  significant
additional  funding to complete all the steps necessary to receive approval from
the FDA, for operating  expenses and for our marketing  program.  Moreover,  our
fixed  commitments,  including  salaries  and fees  for  current  employees  and
consultants,  rent,  payments  under license  agreements  and other  contractual
commitments,  including  commitments  to previous  service  providers and others
which  are  contingent  upon  improvement  in our cash  position  and have  been
extended until some  indefinite  future time, are  substantial and are likely to
increase.  Prior to the MKG Acquisition,  we did not expect to generate positive
cash flow for at least several  years,  if at all, as revenues,  initially,  are
unlikely to cover funds required for operating expenses,  including the expected
cost of commercializing our device.  Prior to the MKG Acquisition.  we could not
assure you that  additional  financing  would be  available  when  needed or, if
available,  would  be  available  on  acceptable  terms.  Since  2001 to the MKG
Acquisition, insufficient funds have prevented us from implementing our business
strategy  and  have  required  us to  delay,  scale  back or  eliminate  certain
activities.  Since the MKG  Acquisition,  the  Company  under  MKG has  garnered


                                       20
<PAGE>

significant  interest  overseas for the BDS and is proceeding to generate  sales
overseas  and to secure  funding  here and  abroad.  There can be no  reasonable
assurances that such efforts will be successful.

We May Never Be Able to Bring our  Device to Market or Sustain  Its Sales  After
Regulatory Approval

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

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

     o    we may not be able to produce our device in  commercial  quantities at
          reasonable cost.

     o    we may  not be able  to  successfully  market  our  device  or find an
          appropriate  corporate  partner,  if  necessary,  to  assist us in the
          marketing of our device.

     o    our device may not gain satisfactory market acceptance.

     o    our device may be superseded by another product commercialized for the
          same use or may infringe patents issued to others, which would prevent
          us from marketing and selling our device.

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

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

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

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

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

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



                                       21
<PAGE>


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

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

For certain services and components,  we currently rely on single suppliers.  If
we encounter delays or difficulties with our third-party suppliers in producing,
packaging or distributing our device and its components, market introduction and
subsequent sales would be significantly  adversely affected.  If we are required
to rely on alternative  sources of supply,  we cannot assure you that we will be
able to enter into alternative  supply  arrangements at commercially  acceptable
rates, if at all. If we are unable to obtain or retain  qualified  suppliers and
contract manufacturers on commercially  acceptable terms, we will not be able to
commercialize  our device as planned.  Our dependence upon third parties for the
manufacture  and supply of our  device  and  components  may  significantly  and
adversely  affect  our  ability  to  attain  profitability  and our  ability  to
manufacture and deliver our device on a timely and competitive basis.

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

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

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

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

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

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

A Failure of Our  Contract  Manufacturers  to Comply with U.S.  FDA  Regulations
Would Impact On Our Ability to Sell Our Device



                                       22
<PAGE>


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

If Foreign Regulatory Approvals Are Withdrawn, Our Business Will Suffer

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

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

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

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

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

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

Certain Foreign Governments May Not Give Reimbursement Code for Our Device

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

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

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


                                       23
<PAGE>


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

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

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

The medical technology industry is highly competitive,  particularly in the area
of  cancer  screening  and  diagnostic  products.  We are  likely  to  encounter
significant  competition  with  respect  to our  device,  as well  as any  other
products  that we may  develop.  A number of  companies  are engaged in the same
field as us, and many of these companies have  significantly  greater financial,
technical and marketing resources than us. In addition,  many of these companies
may have more  established  positions in the industry and may be better equipped
than  us to  develop,  refine  and  market  their  products.  Our  inability  to
successfully  compete in the industry would have a significant adverse effect on
our business.

Our Device May Be Rendered Obsolete By Rapid Technological Changes

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

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

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

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

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


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<PAGE>

price  increases   imposed  by  our  contract   manufacturers   to  comply  with
environmental laws, rules,  regulations and policies,  or that our business will
not be significantly and adversely  affected by current or future  environmental
laws,  rules,  regulations  and  policies or by any  releases or  discharges  of
hazardous materials.

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

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

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

The actions,  which we may take to protect our intellectual property, may not be
adequate to deter  misappropriation  of this property.  We currently do not have
adequate  financial  resources  required to  enforce,  through  litigation,  our
intellectual  property  rights.  In  addition,  litigation  could  result  in  a
substantial  diversion of managerial  time and resources,  which could adversely
affect our business.

Our Device May Infringe Third Party Intellectual Property Rights

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

Our Stock Price Has Been Volatile

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

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

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

We Lack Independent Directors

We  cannot  assure  you  that our  Board  of  Directors  will  have  independent
directors.  Our previous  independent  directors  resigned in December 2002 due,
among other  things,  to our  potential  inability  to maintain  directors'  and
officers'  liability  insurance  and to our  financial  inability to continue to
assure that we will operate as a going concern.  In the absence of a majority of
independent  directors,  our  current  three-member  Board  of  Directors  could
establish policies and enter into transactions  without independent review. This


                                       25
<PAGE>

could  present  the  potential  for a conflict  of  interest  between us and our
stockholders,  and increases our difficulty in raising necessary  financing.  In
addition,  we cannot  establish  an audit  committee or  compensation  committee
without independent  directors,  which could prohibit us from listing our shares
of common stock for trading on a recognized  national  securities exchange or on
any electronic  exchange  regulated by NASDAQ.  The Company under MKG intends to
restructure  its  board to bring in  independent  directors  as to  preserve  or
prepare for future potential listing  opportunities.  There can be no reasonable
assurances that such efforts will be successful.

We May Issue Preferred Stock

Our Board of Directors  has the  authority to issue up to  12,300,000  shares of
preferred stock and to determine the price, rights, preferences,  conversion and
other  privileges and  restrictions,  including  voting rights,  of those shares
without any vote or action by our common stockholders. The rights of the holders
of the  common  stock  will be subject  to,  and could be  materially  adversely
affected by, the rights of the holders of any preferred stock that may be issued
in the future. The issuance of preferred stock,  while providing  flexibility in
connection with corporate purposes, could have the effect of delaying, deferring
or  preventing a change in control,  discouraging  tender  offers for the common
stock, and materially  adversely affecting the voting rights and market price of
the common stock.

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

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

We Do Not Expect That We Will Pay Dividends

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

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

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

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS,  WE COULD BE REMOVED
FROM THE OTC BULLETIN  BOARD,  WE COULD BE  INVESTIGATED  BY THE SEC OR WE COULD
INCUR LIABILITY TO OUR SHAREHOLDERS.


                                       26
<PAGE>


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

OUR  COMMON  STOCK IS SUBJECT  TO THE  "PENNY  STOCK"  RULES OFF THE SEC AND THE
TRADING MARKET IN OUR  SECURITIES IS LIMITED,  WHICH MAKES  TRANSACTIONS  IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

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

     o    that a broker or dealer approve a person's account for transactions in
          penny stocks; and
     o    the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased.

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

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

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

     o    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and
     o    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

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

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

In addition to the above risk factors set forth in the Company's Form 10-KSB for
fiscal year ending  December  31, 2005,  additional  risk factors may arise as a
result of new  management's  focus on  distributing  and  manufacturing  the BDS
overseas, especially in China. These include risks associated with the political
and  economic  environment,  foreign  currency  exchange and the legal system in
foreign  countries.  The economy of China and other  foreign  countries  differs
significantly from the economies of the western  industrialized  nations in such
respects as structure, level of development,  growth rate, capital reinvestment,
repatriation,  resource  allocation,  self-sufficiency,  rate of  inflation  and
balance of payment positions,  among others.  While certain foreign  governments


                                       27
<PAGE>

such as China have enacted laws encouraging foreign investment, it remains to be
seen how uniformly they will be enforced and interpreted.

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

ITEM 2.  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

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, 2007. ITEM 5. OTHER INFORMATION Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A. Exhibits

Exhibit (31) Rule 13a-14(a)/15d-14(a) Certification by Michael J. Antonoplos and
Joseph Repko.

Exhibit (32)  Section 1350  Certification  by Michael J.  Antonoplos  and Joseph
Repko.

B. Reports on Form 8-K

Form 8-K filed July 19, 2007  (pertaining  to new directors and officers and new
office) available on the U.S. SEC website, www.sec.gov
at:
http://www.sec.gov/Archives/edgar/data/1007018/000112178107000218/0001121781-07-
000218-index.htm

Form 8-K filed July 31, 2007 (pertaining to master license agreement) available
on the U.S. SEC website, www.sec.gov at:
http://www.sec.gov/Archives/edgar/data/1007018/000112178107000222/
0001121781-07-000222-index.htm




                                       28
<PAGE>

C.       Press Releases

Press release dated July 30, 2007 (related to Biofield-MKG master license
agreement) available at:
http://biz.yahoo.com/bw/070730/20070730005474.html?.v=1


Press release dated August 1, 2007 (related to MKG sublicense to UPMG for China)
available at:
http://biz.yahoo.com/bw/070801/20070801005219.html?.v=1

Press release dated October 23, 2007 (related to Filipino joint venture and
initial purchase order) available at:
http://biz.yahoo.com/bw/071023/20071023006000.html?.v=1

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

Date: November 19, 2007           By: /s/ Michael J. Antonoplos
                                          ----------------------------
                                          Michael J. Antonoplos
                                          (Chief Executive Officer)

Date: November 19, 2007           By: /s/ Joseph Repko
                                         -----------------------------
                                         Joseph Repko
                                         (Chief Financial Officer)