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, 2002


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



                         Commission file number: 0-27848


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


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


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

                                 (770) 740-8180
                                 --------------
                (Issuer's telephone number, including area code)


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

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

             25,286,223 shares of common stock as of August 7, 2002.


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

                                 BIOFIELD CORP.

                                   FORM 10-QSB

                                      INDEX



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


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets as of June 30, 2002 and
         December 31, 2001 (unaudited) ..............................      3

         Consolidated Statements of Operations for the three
         and six months ended June 30, 2002 and 2001 and for
         the period October 16, 1987 (date of inception)
         through June 30, 2002 (unaudited) ..........................      4

         Consolidated Statements of Stockholders' Equity (Deficit)
         for the period October 16, 1987 (date of inception) through
         June 30, 2002 (unaudited) ..................................      5

         Consolidated Statements of Cash Flows for the six
         months ended June 30, 2002 and 2001 and for the
         period October 16, 1987 (date of inception) through
         June 30, 2002 (unaudited) ..................................     10

         Notes to Unaudited Consolidated Financial Statements .......     12

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


PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K ...........................     18


SIGNATURES ..........................................................     18


                                        2
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements


<TABLE>
<CAPTION>
BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------------
(unaudited)                                                 June 30,      December 31,
                                                              2002            2001
<S>                                                       <C>             <C>

ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                     37,300          25,121
  Restricted cash                                                   --          86,432
  Accounts Receivable                                           89,510          24,214
  Inventories                                                  389,776         540,275
  Other current assets                                          78,608         131,920
                                                          ------------    ------------
     Total current assets                                      595,194         807,962

PROPERTY AND EQUIPMENT - Net                                    22,143          20,320
OTHER ASSETS                                                    22,753          22,753
PATENT AND PATENT APPLICATION - Net                            317,469         349,250
                                                          ------------    ------------
TOTAL                                                     $    957,559    $  1,200,285
                                                          ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                             791,226         558,790
  Short term debt                                            1,000,000         750,000
  Due to affiliate                                              61,371          61,371
  Due to stockholder                                           600,000              --
  Accrued expenses                                              87,592         133,659
                                                          ------------    ------------
     Total current liabilities                               2,540,189       1,503,820

COMMITMENT AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred Stock, $.001 par value;  authorized
    12,300,000 shares ; no shares issued or outstanding
  Common Stock, $.001 par value; authorized 40,000,000
    shares; issued 27,592,354 and 27,529,609 shares at
    June 30, 2002 and December 31, 2001, restectively           27,593          27,530
  Treasury Stock - 2,306,131 shares                             (3,100)         (3,100)
  Additional paid-in capital                                60,926,790      60,861,167
  Accumulated deficit during development stage             (62,533,913)    (61,189,132)
                                                          ------------    ------------
     Total stockholders' equity (deficit)                   (1,582,630)       (303,535)
                                                          ------------    ------------
TOTAL                                                     $    957,559    $  1,200,285
                                                          ============    ============
</TABLE>


See notes to unaudited consolidated financial statements.

                                        3
<PAGE>

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


                                         ----------------------------   ----------------------------   ----------------
                                                                                                       October 16, 1987
                                              Three Months Ended              Six Months Ended          (Inception) to
                                                   June 30,                       June 30,               June 30, 2002
                                         ----------------------------   ----------------------------   ----------------
                                             2002            2001           2002            2001

<S>                                      <C>             <C>            <C>             <C>              <C>
REVENUE                                        77,500                         83,500                          106,082
COST OF SALES                                 150,413              --        152,574              --          162,736
                                         ------------    ------------   ------------    ------------     ------------
GROSS LOSS                                    (72,913)             --        (69,074)             --          (56,654)

OPERATING EXPENSES:
  Research and development                    162,963          79,922        280,809         103,355       40,337,581
  Selling, general, and administrative        505,914         386,172        979,978         792,091       24,152,245
  Gain on disposal of fixed assets                 --              --             --              --           (8,084)
                                         ------------    ------------   ------------    ------------     ------------
    Total operating expenses                  668,877         466,094      1,260,787         895,446       64,481,742


OTHER INCOME (EXPENSE):
  Interest income                                  --           1,651             --          13,629        2,476,723
  Interest expense                            (20,443)             --        (34,626)             --         (500,535)
  Royalty income                               13,010           1,365         19,706           5,961           48,044
                                         ------------    ------------   ------------    ------------     ------------
    Net other income (expense)                 (7,433)          3,016        (14,920)         19,590        2,024,232
                                         ------------    ------------   ------------    ------------     ------------
LOSS BEFORE INCOME TAXES                     (749,223)       (463,078)    (1,344,781)       (875,856)     (62,514,164)
PROVISION FOR INCOME TAXES                         --              --             --              --          (19,749)
                                         ------------    ------------   ------------    ------------     ------------
NET LOSS                                 $   (749,223)   $   (463,078)  $ (1,344,781)   $   (875,856)    $(62,533,913)
                                         ============    ============   ============    ============     ============

NET LOSS PER SHARE:
    Basic and Diluted                    $      (0.03)   $      (0.02)  $      (0.05)   $      (0.03)
                                         ============    ============   ============    ============

WEIGHTED-AVERAGE SHARES
    Basic and Diluted                      25,275,766      25,223,478     25,249,622      25,223,478
                                         ============    ============   ============    ============
</TABLE>


See notes to unaudited consolidated financial statements.

                                        4
<PAGE>

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

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

                                        5
<PAGE>

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

                                                                                                                        (Continued)
</TABLE>
See notes to unaudited consolidated financial statements.

                                        6
<PAGE>

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

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

                                        7
<PAGE>

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

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


See notes to unaudited consolidated financial statements.

                                        8
<PAGE>

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

                                                            Series A           Series B          Series C
                                                        Preferred Stock    Preferred Stock    Preferred Stock      Common Stock
                                                       ------------------- ----------------- ----------------- --------------------
                                                        Shares    Amount    Shares  Amount    Shares   Amount    Shares  Amount
<S>                                                    <C>         <C>     <C>       <C>    <C>         <C>     <C>        <C>
BALANCE AT DECEMBER 31, 2000                                   --      --        --     --          --      --  27,529,609 $27,530
  (brought forward)
Memorandum entry to record as expense for
  honorary services rendered by a shareholder
Net loss
Total comprehensive income (loss)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT DECEMBER 31, 2001                                    -       -         -      -           -       -  27,529,609 $27,530
Exercise of Common Stock options                                                                                    62,745      63
Memorandum entry to record as expense for
  honorary services rendered by a shareholder
Net loss (unaudited)
Total comprehensive income (loss) (unaudited)
                                                       ----------  ------  --------  -----  ----------  ------  ---------- -------
BALANCE AT JUNE 30, 2002 (unaudited)                            -       -         -      -           -       -  27,592,354 $27,593
                                                       ==========  ======  ========  =====  ==========  ======  ========== =======
</TABLE>


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

                                                                                  Deficit
                                                                                Accumulated   Foreign
                                                        Additional                 During     Currency                  Total
                                                         Paid-In     Treasury   Development  Translation            Comprehensive
                                                         Capital       Stock       Stage      Adjustment    Total        Loss
                                                       ------------ ---------- ------------- ----------- ---------- -------------
<S>                                                    <C>          <C>        <C>           <C>        <C>         <C>
BALANCE AT DECEMBER 31, 2000                             60,761,167    (3,100) $(58,950,445)        --    1,835,152
(brought forward)
Memorandum entry to record as expense for
  honorary services rendered by a shareholder               100,000                                         100,000
Net loss                                                                         (2,238,687)             (2,238,687)
Total comprehensive income (loss)                                                                                    $ (2,238,687)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT DECEMBER 31, 2001                             60,861,167    (3,100)  (61,189,132)        --     (303,535)
Exercise of Common Stock options                             15,623                                          15,686
Memorandum entry to record as expense for
  honorary services rendered by a shareholder                50,000                                          50,000
Net loss (unaudited)                                                             (1,344,781)             (1,344,781)
Total comprehensive income (loss) (unaudited)                                                                        $ (1,344,781)
                                                       ------------   -------  ------------   --------  -----------  ============
BALANCE AT JUNE 30, 2002 (unaudited)                   $ 60,926,790   $(3,100) $(62,533,913)  $     --  $(1,582,630)
                                                       ============   =======  ============   ========  ===========
                                                                                                                      (Concluded)
</TABLE>


See notes to unaudited consolidated financial statements.

                                        9
<PAGE>

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


                                                                                                             October 16, 1987
                                                                                         Six Months           (Inception) to
                                                                                       Ended June 30,         June 30, 2002
                                                                                ---------------------------------------------
                                                                                    2002           2001
<S>                                                                             <C>            <C>            <C>
OPERATING ACTIVITIES
  Net loss                                                                      $ (1,344,781)  $   (875,856)  $(62,533,913)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                     23,885         12,870      2,600,901
    Amortization of premiums (discount) on short-term investments                                                  156,692
    Loss on disposal of property and equipment                                                                     194,102
    Loss on license and settlement agreement                                                                        49,026
    Loss on abandonment of patent applications                                        12,983                       290,856
    Vendor settlements                                                                                             (77,257)
    Noncash compensation                                                              50,000         50,000      3,158,451
    Gain from disposal of fixed assets                                                                            (159,473)
    Interest paid by issue of shares in Common Stock                                                               297,148
    Changes in assets and liabilities:
      Inventories                                                                    150,499                      (389,776)
      Accounts receivable and other current assets                                   (11,984)        (2,503)      (168,118)
      Other assets                                                                                                (134,582)
      Due to related parties                                                                                        61,371
      Accounts payable and accrued expenses                                          186,369        (88,543)       835,201
                                                                                ------------   ------------   ------------
        Net cash used in operating activities                                       (933,029)      (904,032)   (55,819,371)
                                                                                ------------   ------------   ------------

INVESTING ACTIVITIES
  Acquisition of property and equipment                                               (6,910)        (5,476)    (2,603,636)
  Costs incurred for patents and patent applications                                                (17,438)      (782,527)
  Proceeds from sale of property and equipment                                                                     294,748
  Purchases of short-term investments                                                                          (26,476,638)
  Proceeds from short-term investments and restricted cash                            86,432                    26,406,378
                                                                                ------------   ------------   ------------
        Net cash provided by (used in) investing activities                           79,522        (22,914)    (3,161,675)
                                                                                ------------   ------------   ------------

FINANCING ACTIVITIES
  Repayments of capitalized lease obligations                                                                      (82,234)
  Proceeds from issuance of Series A Preferred Stock - net                                                       8,413,490
  Proceeds from issuance of Series B Preferred Stock - net                                                       1,947,631
  Proceeds from issuance of Series C Preferred Stock - net                                                      11,980,771
  Proceeds from issuance of Common Stock and Common Stock warrants - net                                        33,023,206
  Proceeds from exercise of Common Stock options and Common Stock warrants            15,686                       298,546
  Proceeds from bank borrowings                                                      250,000                     2,092,000
  Payment on bank borrowings                                                                       (286,000)    (1,092,000)
  Advances from stockholder                                                          600,000                       600,000
  Repayment of advances from stockholder                                                                          (145,000)
  Repurchase of Common Stock held in treasury                                                                       (3,100)
  Proceeds from notes payable issued to stockholder and related party                                            2,096,533
                                                                                ------------   ------------   ------------
        Net cash provided by (used in) financing activities                          865,686       (286,000)    59,129,843
                                                                                ------------   ------------   ------------
    NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                              12,179     (1,212,946)       148,797
    EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                  (111,497)

  CASH AND CASH EQUIVALENTS:
    BEGINNING OF PERIOD                                                               25,121      1,339,992
                                                                                ------------   ------------   ------------
    END OF PERIOD                                                               $     37,300   $    127,046   $     37,300
                                                                                ============   ============   ============


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

                                       10
<PAGE>


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


                                                                                                             October 16, 1987
                                                                                         Six Months           (Inception) to
                                                                                       Ended June 30,         June 30, 2002
                                                                                ---------------------------------------------
                                                                                    2002           2001
<S>                                                                             <C>            <C>            <C>
SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION:
  Cash paid during the period for interest                                      $     26,114   $      2,850   $    488,472
                                                                                ============   ============   ============

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

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

    Notes payable                                                                                             $  1,000,000
                                                                                                              ------------
    Issuance of Series A Preferred Stock                                                                      $  1,000,000
                                                                                                              ============

  At inception, the Company acquired the rights to a
    patent and assumed certain liabilities in exchange
    for 235,294 shares of Common Stock, as follows:

    Fair value of patent acquired                                                                             $    112,732
    Liabilities assumed                                                                                            112,432
                                                                                                              ------------
    Issuance of Common Stock                                                                                  $        300
                                                                                                              ============

  Pursuant to a license and settlement agreement with
    respect to an acquired patent (see above), the
    Company reacquired during the fiscal year ended
    March 31, 1991 its 235,294 shares of Common Stock
    issued in connection with the acquired patent, which was
    retired during the fiscal year ended March 31, 1992:

    Remaining carrying value of patent on date of
      license and settlement agreement                                                                        $     49,326
    Common Stock returned to the Company                                                                               300
                                                                                                              ------------
    Loss on Settlement                                                                                        $     49,026
                                                                                                              ============

  During the fiscal year ended March 31, 1992, the
    Company exchanged 431,372 shares of Common
    Stock for notes, debt and accrued interest
    payable to a principal stockholder:

    Notes payable                                                                                             $     96,660
    Debt                                                                                                           854,873
    Accrued interest                                                                                               297,148
                                                                                                              ------------
    Issuance of Common Stock                                                                                  $  1,248,681
                                                                                                              ============


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

                                       11
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.   THE COMPANY - The consolidated balance sheet as of June 30, 2002 and the
related consolidated statements of operations, stockholders' equity (deficit)
and cash flows for the three and/or six month periods ended June 30, 2002 and
2001 and for the period October 16, 1987 (date of inception) through June 30,
2002 have been prepared by Biofield Corp. (the "Company") without audit. In the
opinion of management, all adjustments necessary to present fairly the financial
position, results of operations and cash flows at June 30, 2002 and 2001 and for
the period October 16, 1987 (date of inception) through June 30, 2002 have been
made. During the interim periods reported on, the accounting policies followed
are in conformity with accounting principles generally accepted in the United
States of America and are consistent with those applied for annual periods as
described in the Company's annual report for the year ended December 31, 2001
filed on Form 10-KSB (the "Annual Report") with the Securities and Exchange
Commission (the "SEC").

In March 2002, Dr. David Long, the Chairman and Chief Executive Officer of the
Company, issued his written commitment to the Company to provide all of the
financing needs of the Company during 2002 in order for the Company to meet at
least its minimum operating and capital requirements. As of August 7, 2002, Dr.
Long has advanced $700,000 to the Company under this commitment.

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 omitted. The unaudited consolidated
financial statements, which include the financial position, results of
operations, and cash flows for Biofield Corp. and Biofield International, should
be read in conjunction with the financial statements for the year ended December
31, 2001 included in the Annual Report. The results of operations for the three
and six month periods ended June 30, 2002 are not necessarily indicative of the
operating results for the full year.

2.   RECLASSIFICATIONS - Certain prior period amounts have been reclassified to
conform to the current period presentation.

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

4. NET LOSS PER SHARE - The basic and diluted loss per share is computed based
on the weighted average number of common shares outstanding. Common equivalent
shares totaling 634,020 as at June 30, 2002 (783,531 as at December 31, 2001)
are not included in the share calculations since the effect of their inclusion
would be antidilutive.

5.   INVENTORY - Inventories consist primarily of finished medical devices,
sensors, accessories and device and sensor component parts, and are valued at
the lower of cost (first-in, first-out basis) or market, including provisions
for potential losses from obsolescence.

                                                    June 30,    December 31,
                                                      2002          2001
                                                   (unaudited)
                                                   ----------    ----------
         Components and supplies                   $   44,679    $   44,679
         Finished goods                               605,167       675,512
                                                   ----------    ----------
                                                      649,846       720,191
         Less: Reserve for potential losses           260,070       179,916
                                                   ----------    ----------
                                                   $  389,776    $  540,275
                                                   ----------    ----------

During the six months ended June 30, 2002, the Company increased the reserve for
potential losses by $80,154. Additionally, the Company shipped two devices
totaling $18,267 in satisfaction of warranty claims. These amounts have been
included in the Cost of Sales in the accompanying Consolidated Statements of
Operations.

                                       12
<PAGE>

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

Overview

As a development stage company, we have incurred net losses since inception
through June 30, 2002 of approximately $62.5 million. We will continue to incur
losses for at least the next several years, until such time, if at all, as we
are fully operational and in a position to generate enough revenue to cover our
operating expenses. In the short term, the majority of our financial resources,
after payment of necessary operating expenses, will be utilized in an effort to
obtain US Food and Drug Administration (the "FDA") approval for the Biofield
Diagnostic System, to conduct additional clinical trials, for continuing
research and development activities and for marketing and administration
expenses associated with the anticipated commercialization of the Biofield
Diagnostic System. To date, we have not generated material revenues from the
commercialization of any products.

In November 1998, we decided to eliminate most of our operations due to lack of
adequate financial resources. In December 1998, our common stock was delisted
from trading on The Nasdaq Stock Market, primarily due to our inability to
comply with certain financial requirements. In March 1999, we announced that our
efforts would be directed to selling our existing technology and/or raising
additional capital, and that, thereafter, if we were unable to sell our
technology or raise additional capital, we would shut down all of our remaining
operations. In December 1999, we sold an aggregate of 14 million shares of our
common stock for $700,000 to Dr. David Long, his son, Raymond, and their
affiliated entities. Thereafter, our Board of Directors and management were
reconstituted. In December 2000, we sold an aggregate of three million shares of
our common stock in a private placement for $1,500,000.

In May 2000, we were successful in obtaining CE mark certification, which
permits us to market our equipment in certain European and other countries that
recognize the CE mark.

In 2001, besides continuing the efforts necessary for us to seek FDA approval,
we commenced activities to market the Biofield Diagnostic System overseas. In
June 2001, we appointed Steven Preiss as our Vice President of Regulatory and
Clinical Affairs and Quality Assurance and, in September 2001, we appointed
Nancy Patterson as Vice President Sales & Marketing Worldwide and Arthur Hilmer
as Vice President Sales to strengthen our marketing efforts. In October 2001, we
entered into a $364,000 contract with a manufacturer of medical devices to
redesign the Biofield Diagnostic System, mainly to replace obsolete parts,
incorporate new technology and make other changes to reduce manufacturing costs.

In 2002, our main focus continues to be seeking to obtain FDA approval for our
Biofield Diagnostic System, and we are concentrating our marketing efforts in
certain key overseas regions that we have identified as appropriate for our
marketing and sales efforts. We have had several meetings with the FDA in the
last twelve months in an effort to reinitiate our application to the FDA for
approval of the Biofield Diagnostic System. Although we still have not submitted
our application to the FDA, these meetings have enabled us to establish a method
of presentation of information and to obtain guidance relating to statistical
analysis and other PMA related filing requirements.


Results of Operations

Comparison of the Unaudited Six Months Ended June 30, 2002 (the "2002 Period")
with the Unaudited Six Months Ended June 30, 2001 (the "2001 Period")

During the 2002 Period, we generated revenue of $83,500 from the sale of five
Biofield Diagnostic Systems to one of our distributors as demonstration units
and from the sale of sensors. We did not sell any products during the 2001
Period.

Cost of Sales for the 2002 Period includes charges for the increase in the
inventory reserve for potential losses amounting to $80,154 and warranty claims
amounting to $18,267. The remaining amount of $54,153 relates to the cost of
finished products sold, which generated revenue of $83,500.

We incurred $280,809 of research and development expenses during the 2002 Period
compared to $103,355 in the 2001 Period, an increase of $177,454 or 172%. The
major reason for the increase in research and development expenses during the
2002 Period was due to expenses amounting to $232,065 incurred for the redesign
of the Biofield Diagnostic System.

                                       13
<PAGE>

Selling, general and administrative expenses increased by $187,887 or 24% to
$979,978 in the 2002 Period, compared to $792,091 in the 2001 Period. The
increase was largely attributable to the costs incurred to rebuild our
infrastructure, including expenses relating to the three executive officers who
were appointed in the second half of 2001 and their associated functions.

We earned net interest income of $13,629 in the 2001 Period compared to net
interest expense of $34,626 in the 2002 Period, an adverse variation of $48,255,
due to the depletion of our available cash from a $1,500,000 private placement
in December 2000 and subsequent borrowing to fund our operating expenses.

We had royalty income related to a license of our sensor technology of $19,706
in the 2002 Period compared to $5,961 in the 2001 Period, an increase of $13,745
or 231%.

As a result of the foregoing, we incurred a net loss of $1,344,781 in the 2002
Period, compared to a net loss of $875,856 in the 2001 Period.


Comparison of the Unaudited Three Months Ended June 30, 2002 (the "2002
Quarter") with the Unaudited Three Months Ended June 30, 2001 (the "2001
Quarter")

During the 2002 Quarter, we generated revenue of $77,500 from the sale of five
Biofield Diagnostic Systems as demonstration units and from the sale of sensors
to one of our distributors. We did not sell any products during the 2001
Quarter.

Cost of Sales for the 2002 Quarter includes charges for the increase in the
inventory reserve for potential losses amounting to $80,154 and warranty claims
amounting to $18,267. The remaining amount of $51,992 relates to the cost of
finished products sold, which generated revenue of $77,500.

We incurred $162,963 of research and development expenses during the 2002
Quarter compared to $79,922 in the 2001 Quarter, an increase of $83,041 or 104%.
The major reason for the increase in research and development expenses during
the 2002 Quarter was due to expenses amounting to $143,142 incurred for the
redesign of the Biofield Diagnostic System.

Selling, general and administrative expenses increased by $119,742 or 31% to
$505,914 in the 2002 Quarter, compared to $386,172 in the 2001 Quarter. The
increase was largely attributable to the costs incurred to rebuild our
infrastructure, including expenses relating to the three executive officers who
were appointed in the second half of 2001 and their associated functions.

We earned net interest income of $1,651 in the 2001 Quarter compared to net
interest expense of $20,443 in the 2002 Quarter, an adverse variation of
$22,094, due to the depletion of our available cash from a $1,500,000 private
placement in December 2000 and subsequent borrowing to fund our operating
expenses.

We had royalty income related to a license of our sensor technology of $13,010
in the 2002 Quarter compared to $1,365 in the 2001 Quarter, an increase of
$11,645 or 853%.

As a result of the foregoing, we incurred a net loss of $749,223 in the 2002
Quarter, compared to a net loss of $463,078 in the 2001 Quarter.

                                       14
<PAGE>

Liquidity and Capital Resources

We have financed our operations since inception almost entirely by the issuance
of equity securities, interest income on the then unutilized proceeds from these
issuances, and, since June 2000, with short-term borrowing under a bank line of
credit (the "Line"), the repayment of which has been guaranteed by Dr. David
Long, our Chairman and Chief Executive Officer, and certain of his affiliates
and with direct advances from Dr. Long. We have fully utilized the $1,000,000
limit set for the Line, and since March 2002 Dr. Long has personally provided
the unsecured advances to us for our operations, repayment of which may be
demanded at any time. We have accrued interest for such advances at a rate of 1%
above the prime bank rate. Interest payments, if any, for these advances have
not yet been determined.

At June 30, 2002, our short-term liabilities were more than our current assets
by $1,944,995, as compared to a working capital deficiency of $695,858 at
December 31, 2001, an increase of $1,249,137. Our unrestricted cash and cash
equivalents were $37,300 at June 30, 2002, as compared to $25,121 at December
31, 2001. In addition, at December 31, 2001, we had $86,432 of restricted cash,
which was released to us in February 2002. At June 30, 2002, we had $389,776 of
inventory, as compared to $540,275 at December 31, 2001, of which, at June 30,
2001, $345,097 (net of a valuation reserve of $260,070) was finished goods,
consisting of units of the Biofield Diagnostic System and sensors, as compared
to $495,596 (net of a valuation reserve of $179,916) at December 31, 2001. All
of these units are believed to be currently saleable at prices in excess of
their carrying cost.

During the 2001 Period, our operating activities utilized $904,032 of net cash,
our investing activities utilized $22,914 of net cash, primarily in connection
with continuing processing of our patent applications, and our financing
activities used $286,000 of net cash to repay our net borrowing under a bank
line of credit. During the 2002 Period, our operating activities utilized
$933,029 of net cash, our investing activities provided $79,522 of net cash from
the release of restricted cash (after paying $6,910 for purchase of office
equipment), and our financing activities provided $865,686 of cash from
borrowing under the bank line of credit ($250,000), advances ($600,000) from Dr.
David Long, our Chairman and Chief Executive Officer, and proceeds from exercise
of common stock options ($15,686).

In November 1998, we discontinued most of our operations due to lack of adequate
financial resources and substantially all of our activities ceased. On December
28, 1999, in connection with the receipt of $700,000 of funding and as a
condition of this funding, all of our previously elected directors and executive
officers resigned and their employment obligations were settled. A new Board of
Directors subsequently took office, elected executive officers and took actions
to recommence our operations.

In June 2000, we obtained the Line. In December 2000, we sold an aggregate of 3
million shares of our common stock for $1,500,000, the proceeds of which were
used for operating activities and for the repayment of $286,000 of then existing
drawdowns under the Line.

In August 2001, we again began to draw against the Line, mainly to pay for
operating activities. In November 2001, the Line was increased from $500,000 to
$750,000 and, in January 2002, was further increased to $1,000,000. As of August
7, 2002, we had utilized in full the limit of $1,000,000 under the Line.

In March 2002, Dr. Long issued his written commitment to us to provide all of
our financing needs to enable us to meet at least our minimum operating and
capital requirements through the end of 2002. As of August 7, 2002, Dr. Long has
advanced $700,000 to us.

During 2002, we intend to seek additional funding of $2,000,000 to $3,000,000
through a private placement of our securities. Although in July 2002, we
appointed an investment banking firm to act as a financial consultant to assist
us in such placement, we cannot assure you that any such placement will be
successful or whether such additional funding will be timely received, if at
all. Until consummation of such placement, we anticipate that we will continue
to attempt to defer payment of all of our obligations that are capable of being
deferred, which actions may materially affect some of our vendor relationships.

In the event that we are successful in obtaining third-party funding, we do not
expect to generate a positive cash flow from our operations for at least several
years, if at all, due to anticipated expenditures for research and development
activities, administrative and marketing activities, and working capital
requirements and expect to raise such further capital through one or more
further private placements after 2002.

                                       15
<PAGE>

During 2002, we anticipate expending significant amounts on our research and
development activities, primarily in data extraction and interpretation and in
development activities relating to an enhanced version of the Biofield
Diagnostic System.

As of August 7, 2002, we did not have any material commitments for capital
expenditures; although in October 2001 we entered into a $364,000 contract to
redesign the Biofield Diagnostic System over an estimated twelve-month period.
As of August 7, 2002, we had paid $158,661 under this contract.

At December 31, 2001, we estimated that we had available net operating loss
carry forwards of approximately $58 million for Federal and state purposes,
which expire in years 2002 through 2021. However, substantially all of these
carry forwards are not expected to be utilizable to reduce future taxable
income, if any, as a result of limitations imposed by Section 382 of the
Internal Revenue Code under the Tax Reform Act of 1986, due to ownership changes
which occurred in 1992, 1995, 1997 and 1999.


Certain Critical Accounting Policies

Impairment of long-lived assets

At June 30, 2002, we had $317,469 of capitalized patent costs. In assessing the
recoverability of our patents, we have made assumptions regarding estimated
future cash flows and other factors relating to the use of our patents to
determine the fair value of the respective assets. If our estimates or their
related assumptions change in the future, we may be required to record
additional charges for these assets not previously recorded. Subsequent
impairment losses, if any, will be reflected in operating income in our
statement of operations.

Valuation of deferred tax assets

In assessing the realizability of deferred tax assets, we have considered
whether it is more likely than not that some portion or all of the deferred tax
assets will be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. At June 30, 2002 and 2001,
we have made full provision for our deferred tax assets due to our continued
operating losses and inability to assess the likelihood of generating sufficient
future taxable income to realize such benefits. Substantially all of our
operating losses are subject to limitation and may expire unutilized.

Inventory valuation reserves

We provide for inventory obsolescence based upon assumptions about future
demand, market conditions and anticipated timing of the release of next
generation products. If actual market conditions or future demand are less
favorable than those projected by management, or if next generation products are
released earlier than anticipated, additional inventory write-downs may be
required.


New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 142,
"Goodwill and Other Intangible Assets" which revises the accounting for
purchased goodwill and other intangible assets. SFAS 142 is effective for fiscal
years beginning after December 15, 2001, with earlier adoption permitted. The
Company elected to adopt SFAS 142 beginning with the first quarter of fiscal
2002. Under SFAS 142, purchased goodwill and intangible assets with indefinite
lives are no longer amortized, but instead tested for impairment at least
annually. Intangible assets with finite lives, primarily patents and trademarks,
will continue to be amortized over their useful lives. There was no effect on
the financial statements upon the adoption of SFAS 142.

                                       16
<PAGE>

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This Standard addresses financial accounting and reporting for
asset retirement costs of long-lived assets resulting from legal obligations
associated with acquisition, construction or development transactions. The
Company plans to adopt this in the first quarter of 2003. The adoption of this
Standard is not expected to have a material impact on the Company's financial
position or results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long Lived Assets." SFAS No. 144 addresses the financial accounting
and reporting for the impairment or disposal of long-lived assets and is
effective for financial periods after January 1, 2002. The adoption of SFAS No.
144 on January 1, 2002 did not have a material impact on the Company's financial
position or results of operations.

In July 2002, the FASB issued SFAF No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This Standard supersedes guidance provided by
EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)." SFAF No. 146 requires that costs associated with exit or
disposal activities be recognized when they are incurred rather than at the date
of a commitment to an exit or disposal plan. This Standard is effective for all
exit and disposal activities initiated after December 31, 2002. The adoption of
this Standard is not expected to have a material impact on the Company's
financial position or results of operations.


Special Note Regarding Forward-Looking Statements

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

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

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

         o        Failure to obtain expected results in our clinical trials.

         o        Technological obsolescence of our products.

         o        Changes in governmental regulations in our principal markets.

         o        Inability to generate significant market acceptance of our
                  products.

         o        Failure to obtain customers for our products.

         o        Inability to manage our anticipated growth.

         o        Loss of our key employees.

         o        Changes in general economic and business conditions.

We have no obligation to release publicly the result of any revisions to any of
our forward-looking statements to reflect events or circumstances that occur
after the date of this Quarterly Report on Form 10-QSB or to reflect the
occurrence of other unanticipated events.

                                       17
<PAGE>

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  99.1     Certification of David M. Long, President and Chief
                           Executive Officer, pursuant to 18 U.S.C. Section
                           1350, as adopted pursuant to Section 906 of the
                           Sarbanes-Oxley Act of 2002

                  99.2     Certification of John D. Stephens, Senior Vice
                           President and Chief Operating Officer, pursuant to 18
                           U.S.C. Section 1350, as adopted pursuant to Section
                           906 of the Sarbanes-Oxley Act of 2002

         (b)      Reports on Form 8-K

                  None



SIGNATURES

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

                                       BIOFIELD CORP.

Date: August 14, 2002                  By: /s/ DAVID M. LONG
                                           -----------------
                                           David M. Long, Jr., M.D., Ph.D.
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

Date: August 14, 2002                  By: /s/ JOHN D. STEPHENS
                                           --------------------
                                           John D. Stephens
                                           Senior Vice President and Chief
                                           Operating Officer
                                           (Principal Accounting and Financial
                                            Officer)


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