##### Table of Contents



UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 Commission
File No : 0-27848
 BIOFIELD CORP.
  Delaware
    
    13-3703450(State of other jurisdiction of Incorporation or Organization)
    
    (Employer Identification Number)175 Strafford Avenue  Suite One  Wayne, PA
(Address of principal executive offices)
    
    19087
(Zip Code)
 
 þ o
 Yes
o No
þ
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ
 o þ
 AS OF NOVEMBER 13, 2009, THERE WERE 36,261,833 SHARES OF COMMON STOCK OUTSTANDING AND 12,300,000
SHARES OF VOTING PREFERRED STOCK OUTSTANDING.




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TABLE OF CONTENTS  PART IFINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSBALANCE SHEETSSTATEMENTS OF OPERATIONS (Unaudited)STATEMENTS OF CASH FLOWS (Unaudited)NOTES TO UNAUDITED FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4T. CONTROLS AND PROCEDURESPART II. OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sale of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other informationItem 6. Exhibits and Reports on Form 8-KSIGNATURESExhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  
 PART IFINANCIAL INFORMATION
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 BIOFIELD CORP.
(A Development Stage Company)
 
 BALANCE SHEETS
 September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    (Audited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    
    
    
    $
    Total current assets
    
    
    
    
    
    
    PROPERTY AND EQUIPMENT  Net
    
    
    4,169
    
    
    
    5,211TOTAL ASSETS
    
    $
    4,169
    
    
    $
    5,211LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIES:Bank overdraft
    
    $
    14,659
    
    
    $
    9,912Accounts payable
    
    
    1,402,514
    
    
    
    1,402,514Accrued interest
    
    
    1,202,470
    
    
    
    991,849Accrued expenses
    
    
    828,822
    
    
    
    2,058,823Due to affiliate
    
    
    329,686
    
    
    
    329,686Advances from stockholder
    
    
    2,557,396
    
    
    
    2,378,973Notes payable
    
    
    2,471,580
    
    
    
    2,410,951Line of credit
    
    
    418,920
    
    
    
    418,920Total current liabilities
    
    
    9,226,046
    
    
    
    10,001,628Commitments
and contingenciesSTOCKHOLDERS DEFICIT:Preferred stock, $.001 par value, 12,300,000 shares authorized,
12,300,000 shares issued and outstanding at September 30,
2009 and
December 31, 2008, respectively
    
    
    12,300
    
    
    
    12,300Common stock, $.01 par value, 60,000,000 shares authorized,
37,386,833 and 24,793,500 shares issued at September 30,
2009 and
December 31, 2008, respectively
    
    
    373,868
    
    
    
    247,935Treasury stock - 2,306,131 shares
    
    
    (3,100
    )
    
    
    (3,100
    )Stock subscriptions
    
    
    3,849
    
    
    
    3,849Additional paid-in capital
    
    
    76,219,621
    
    
    
    74,935,552Accumulated deficit during development stage
    
    
    (85,828,416
    )
    
    
    (85,192,953
    )Total stockholders deficit
    
    
    (9,221,878
    )
    
    
    (9,996,417
    )TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT
    
    $
    4,169
    
    
    $
    5,211
   1




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BIOFIELD CORP.
(A Development Stage Company)
 
 STATEMENTS OF OPERATIONS (Unaudited)
 Period October 16,For the Three Months Ended
    
    
    For the Nine Months Ended
    
    
    1987 (Date ofSeptember 30,
    
    
    September 30,
    
    
    Inception) Through2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    September 30, 2009REVENUE
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    244,522COST OF SALESCost of goods sold
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,172
    
    
    
    95,111Loss on write down of inventory
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    693,500GROSS PROFIT
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,172
    
    
    
    (544,089
    )OPERATING EXPENSES:Research and development
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,481,889Selling, general, and
administrative
    
    
    26,348
    
    
    
    8,637,305
    
    
    
    185,789
    
    
    
    8,898,838
    
    
    
    42,827,773Impairment of intangible assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    194,268Gain on disposition of fixed assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,084
    )Total operating expenses
    
    
    26,348
    
    
    
    8,637,305
    
    
    
    185,789
    
    
    
    8,898,838
    
    
    
    83,495,846OTHER INCOME (EXPENSE):Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88
    
    
    
    2,476,722Interest expense
    
    
    (149,891
    )
    
    
    (130,962
    )
    
    
    (449,674
    )
    
    
    (417,965
    )
    
    
    (4,054,885
    )Finance costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (405,523
    )Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    214,867Net other expense
    
    
    (149,891
    )
    
    
    (130,962
    )
    
    
    (449,674
    )
    
    
    (417,877
    )
    
    
    (1,768,819
    )LOSS BEFORE INCOME TAXES
    
    
    (176,239
    )
    
    
    (8,768,267
    )
    
    
    (635,463
    )
    
    
    (9,324,887
    )
    
    
    (85,808,754
    )PROVISION FOR INCOME TAXES
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,749
    )NET LOSS
    
    $
    (176,239
    )
    
    $
    (8,768,267
    )
    
    $
    (635,463
    )
    
    $
    (9,324,887
    )
    
    $
    (85,828,503
    )NET LOSS PER SHARE:Basic and Diluted
    
    $
    (0.00
    )
    
    $
    (0.47
    )
    
    $
    (0.02
    )
    
    $
    (0.95
    )WEIGHTED-AVERAGE SHARES:Basic and Diluted
    
    
    37,049,876
    
    
    
    18,459,992
    
    
    
    31,495,722
    
    
    
    9,844,856
   2




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BIOFIELD CORP.
(A Development Stage Company)
 
 STATEMENTS OF CASH FLOWS (Unaudited)
 Period October 16,For the Nine Months Ended
    
    
    1987 (Date ofSeptember 30,
    
    
    Inception) Through2009
    
    
    2008
    
    

September 30, 2009CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (635,463
    )
    
    $
    (9,324,887
    )
    
    $
    (85,828,416.00
    )Adjustments to reconcile net loss to net cash used in operating
activities:Depreciation and amortization
    
    
    1,042
    
    
    
    1,042
    
    
    
    2,763,638Amortization of premiums on short-term investments
    
    
    
    
    
    
    
    
    
    
    156,692Amortization of deferred financing costs
    
    
    
    
    
    
    
    
    
    
    2,129,643Loss on disposal of property and equipment
    
    
    
    
    
    
    
    
    
    
    194,102Loss on license and settlement agreements
    
    
    
    
    
    
    
    
    
    
    49,026Loss on abandonment of patent applications
    
    
    
    
    
    
    
    
    
    
    303,234Loss on inventory write-down
    
    
    
    
    
    
    
    
    
    
    693,500Impairment of intangible assets
    
    
    
    
    
    
    
    
    
    
    194,268Vendor settlements
    
    
    
    
    
    
    
    
    
    
    (77,257
    )Noncash compensation
    
    
    
    
    
    
    
    
    
    
    3,533,451Gain from disposition of fixed assets
    
    
    
    
    
    
    
    
    
    
    (159,473
    )Interest paid in common stock
    
    
    
    
    
    
    
    
    
    
    575,260Commissions and discounts on sale of common stock
    
    
    
    
    
    
    
    
    
    
    96,919Loan repayment default payable in shares of common stock
    
    
    
    
    
    
    
    
    
    
    350,000Consultancy fees paid in options
    
    
    
    
    
    
    
    
    
    
    242,762Issuances of common stock for outstanding stock obligations
    
    
    
    
    
    
    8,667,010
    
    
    
    8,667,010Changes in assets and liabilities:Notes receivable
    
    
    
    
    
    
    9,912
    
    
    
    11,004Inventories
    
    
    
    
    
    
    
    
    
    
    (693,500
    )Prepaids
    
    
    
    
    
    
    
    
    
    
    (131,816
    )Due to affiliate
    
    
    
    
    
    
    
    
    
    
    329,687Accounts payable and accrued liabilities
    
    
    210,622
    
    
    
    298,388
    
    
    
    5,489,383Net cash used in operating activities
    
    
    (423,799
    )
    
    
    (348,535
    )
    
    
    (61,110,883
    )CASH FLOWS FROM INVESTING ACTIVITIES:Acquisitions of property and equipment
    
    
    
    
    
    
    
    
    
    
    (2,610,691
    )Costs incurred for patents and patent applications
    
    
    
    
    
    
    
    
    
    
    (782,527
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    
    
    
    
    294,748Purchases of short-term investments
    
    
    
    
    
    
    
    
    
    
    (26,476,638
    )Proceeds from sale and maturity of short-term investments
    
    
    
    
    
    
    
    
    
    
    26,406,378Net cash used in investing activities
    
    
    
    
    
    
    
    
    
    
    (3,168,730
    )CASH FLOWS FROM FINANCING ACTIVITIES:Bank overdraft
    
    
    4,747
    
    
    
    
    
    
    
    14,659Repayments of capitalized lease obligations
    
    
    
    
    
    
    
    
    
    
    (82,234
    )Proceeds from issuance of preferred stock  net
    
    
    
    
    
    
    
    
    
    
    22,341,892Proceeds from common stock subscriptions
    
    
    110,000
    
    
    
    
    
    
    
    35,313,258Proceeds from exercise of common stock
    
    
    70,000
    
    
    
    
    
    
    
    368,546Proceeds from issuance of notes payable
    
    
    
    
    
    
    96,265
    
    
    
    1,676,058Proceeds from borrowings on line of credit
    
    
    
    
    
    
    76,740
    
    
    
    76,740Financing costs for notes payable
    
    
    60,629
    
    
    
    
    
    
    
    322,706Advances from stockholder and related party
    
    
    178,423
    
    
    
    162,202
    
    
    
    3,671,579Repayments of advances from stockholder
    
    
    
    
    
    
    
    
    
    
    (1,874,728
    )Repurchases of common stock held in treasury
    
    
    
    
    
    
    
    
    
    
    (3,100
    )Proceeds from notes payable issued to stockholder and related party
    
    
    
    
    
    
    
    
    
    
    2,546,533Net cash provided by financing activities
    
    
    423,799
    
    
    
    335,207
    
    
    
    64,371,909NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    
    
    
    
    (13,328
    )
    
    
    92,296EFFECT OF EXCHANGE RATE CHANGES
    
    
    
    
    
    
    
    
    
    
    (77,637
    )BEGINNING OF PERIOD
    
    
    
    
    
    
    13,328
    
    
    
    END OF PERIOD
    
    $
    
    
    
    $
    
    
    
    $
    14,659
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BIOFIELD CORP.
(A Development Stage Company)
 STATEMENTS OF CASH FLOWS (Unaudited)  (continued)
 As for the Nine Months
    
    
    Period October 16,Ended
    
    
    1987 (Date ofSeptember 30,
    
    
    Inception) Through2009
    
    
    2008
    
    
    September 30, 2009SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    857,003Cash paid for taxes
    
    $
    
    
    
    $
    
    
    
    $
    SUPPLEMENTAL
SCHEDULE FOR NONCASH INVESTING AND FINANCING ACTIVITIES:Common stock shares issued for penalty for
non-payment of notes payable on maturity
    
    $
    
    
    
    $
    
    
    
    $
    17,949Repayment of debt by shareholders
    
    $
    
    
    
    $
    
    
    
    $
    1,200,000Issuance of common stock for accrued liabilities
    
    $
    1,230,002
    
    
    $
    
    
    
    $
    1,330,002
   4




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BIOFIELD CORP.
A DEVELOPMENT STAGE COMPANY
 
 NOTES TO UNAUDITED FINANCIAL STATEMENTS
 NOTE 1  ORGANIZATION
   NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Use of Estimates
  Revenue Recognition
  Reclassification
   5




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NOTE 3  ACCOUNTING STANDARDS UPDATES
      6




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NOTE 4  EQUITY
  NOTE 5  SUBSEQUENT EVENTS
 ValiRx Plc
     7




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Changes in Management
   Conversion of Debt
     8




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
   Overview
       9




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LIQUIDITY AND CAPITAL RESOURCES
    Operating Activities
   Investing Activities
  Financing Activities
    10




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RESULTS OF OPERATIONS
 Comparison of the three month period ended September 30, 2009 with the three month period ended
September 30, 2008.
      Comparison of the nine month period ended September 30, 2009 with the nine month period ended
September 30, 2008.
     OFF-BALANCE SHEET ARRANGEMENTS
   11




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ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4T.
    
    CONTROLS AND PROCEDURES
    CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  Lack of Adequate Accounting Staff
   12




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PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
     
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sale of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
   13




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Item 5.
    
    Other information
    
 Item 6.
    
    Exhibits and Reports on Form 8-K
 Exhibits
 31.
    
    
    
    Rule 13a-14(a)/15d-14(a) Certifications*31.1 Certification of David Bruce Hong Chief Executive Officer*31.2 Certification of David Bruce Hong Chief Financial Officer32.
    
    
    
    Section 1350 Certifications*32.1 Certification of Bruce Hong Chief Executive Officer*32.2 Certification of Bruce Hong Chief Financial Officer
  14




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SIGNATURES
  BIOFIELD CORP.Date:  November 19, 2009
    By:
    /s/ David Bruce HongDavid Bruce HongChief Executive Officer/s/ David Bruce HongDavid Bruce Hong Chief Accounting Officer  15