~~Table~~UNITED ofSTATES ~~Contents~~SECURITIES AND

~~UNITED STATES SECURITIES AND~~ EXCHANGE COMMISSION

Washington, D.C. ~~20549~~ 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~THE ~~the~~SECURITIES ~~quarterly~~EXCHANGE ~~period~~ACT ~~ended September 30, 2009~~OF 1934

~~Commission File~~For ~~No:~~the ~~0-27848~~quarterly period ended March 31, 2010

~~BIOFIELD~~Commission ~~CORP.~~File No: 0-27848

BIOFIELD ~~(Name of registrant in its charter)~~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)

(Exact name of registrant as specified in its charter)

(215) 972-1717 (Registrant’s telephone number, including area code)

Delaware		13-3703450
(State of Incorporation)		(IRS Employer Identification No.)

175 Strafford Avenue, Suite 1, Wayne, PA		19087
(Address of principal executive offices)		(Zip Code)

~~Indicate by check mark whether the registrant~~ (1215) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 30 days: Yes þ No o 972-1717

~~Indicate by check mark whether the registrant has submitted electronically and posted on its~~(Registrant’s ~~corporate~~telephone ~~Web site~~number, ifincluding ~~any,~~area ~~every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter~~code) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ~~

Indicate by check mark whether the registrant is(1) ahas ~~large~~filed ~~accelerated~~all ~~filer,~~reports anrequired ~~accelerated~~to ~~filer,~~be ~~a non-accelerated~~filed ~~filer~~by orSection a13 ~~smaller~~or ~~reporting~~15(d) of ~~company.~~the ~~See~~Securities ~~definition~~Exchange Act of ~~accelerated~~1934 ~~filer~~during ~~and~~the ~~large accelerated~~preceding ~~filer~~12 inmonths ~~Rule 12b-12~~(or offor such shorter period that the ~~Exchange~~registrant ~~Act~~was ~~(Check~~required ~~one~~to file such reports), and (2) has been subject to such filing requirements for the past 30 days:Yes x No o

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check omark ~~Accelerated~~whether ~~Filer~~the registrant ohas ~~Non~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-~~Accelerated~~T ~~Filer~~(§232.405 oof ~~Smaller~~this ~~Reporting~~chapter) ~~Company~~during þthe preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. ~~(as~~See ~~defined~~definition of accelerated filer and large accelerated filer in Rule 12b-212 of the Exchange Act. ~~Yes o No þ~~(Check one):

ASLarge OFAccelerated ~~NOVEMBER 13,~~Filer ~~2009,~~o ~~THERE~~Accelerated ~~WERE~~Filer ~~36,261,833~~o ~~SHARES~~Non-Accelerated OFFiler ~~COMMON~~o ~~STOCK~~Smaller ~~OUTSTANDING~~Reporting ~~AND~~Company ~~12,300,000 SHARES OF VOTING PREFERRED STOCK OUTSTANDING.~~ x

~~TABLE~~Indicate OFby ~~CONTENTS~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o No x

PART I—FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		BALANCE SHEETS
		STATEMENTS OF OPERATIONS (Unaudited)
		STATEMENTS OF CASH FLOWS (Unaudited)
		NOTES TO UNAUDITED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4T. CONTROLS AND PROCEDURES
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
	Item 5. Other information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

AS of May 10, 2010, THERE WERE 40,558,699 SHARES OF COMMON STOCK OUTSTANDING AND 12,300,000 SHARES OF VOTING PREFERRED STOCK OUTSTANDING.

~~Table of Contents~~PART I

~~PART I—~~ITEM 1. FINANCIAL ~~INFORMATION~~ STATEMENTS

~~ITEM~~BIOFIELD 1CORP. ~~FINANCIAL~~(A ~~STATEMENTS~~Development Stage Company) BALANCE SHEETS

BIOFIELD CORP. (A Development Stage Company)

	March 31,			December 31,
ASSETS	2010			2009
	(UNAUDITED)			(AUDITED)

CURRENT ASSETS	$	-		$	-

PROPERTY AND EQUIPMENT - Net		3,475			3,822
TOTAL ASSETS	$	3,475		$	3,822

LIABILITIES AND STOCKHOLDERS’ DEFICIT


CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	2,310,666		$	3,653,615
Due to affiliate		-			329,686
Advances from stockholder		-			2,616,871
Notes payable		-			2,491,790
Line of credit		-			418,920

Total current liabilities		2,310,666			9,510,881

Commitments and contigencies

STOCKHOLDERS’ DEFICIT:
Preferred stock, $.001 par value, 12,300,000 shares authorized,
12,300,000 shares issued and outstanding at March 31, 2010
and December 31, 2009, respectively		12,300			12,300
Common stock, $.01 par value, 60,000,000 shares authorized, 40,558,699 shares issued at March 31, 2010 and December 31, 2009 respectively		405,587			405,587
Treasury stock - 3,100,000 shares		(3,100	)		(3,100	)
Common Stock issuable		17,673			-
Stock subscriptions		3,849			3,849
Additional paid-in capital		81,737,301			76,202,559
Accumulated deficit during development stage		(84,480,801	)		(86,128,254	)
Total stockholders’ deficit		(2,307,191	)		(9,507,059	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3,475		$	3,822

~~BALANCE~~See ~~SHEETS~~accompanying notes to consolidated financial statements.

	September 30,			December 31,
	2009			2008
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	—		$	—
Total current assets		—			—
PROPERTY AND EQUIPMENT — Net		4,169			5,211
TOTAL ASSETS	$	4,169		$	5,211
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Bank overdraft	$	14,659		$	9,912
Accounts payable		1,402,514			1,402,514
Accrued interest		1,202,470			991,849
Accrued expenses		828,822			2,058,823
Due to affiliate		329,686			329,686
Advances from stockholder		2,557,396			2,378,973
Notes payable		2,471,580			2,410,951
Line of credit		418,920			418,920
Total current liabilities		9,226,046			10,001,628
Commitments and contingencies
STOCKHOLDERS’ 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			12,300
Common 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			247,935
Treasury stock - 2,306,131 shares		(3,100	)		(3,100	)
Stock subscriptions		3,849			3,849
Additional paid-in capital		76,219,621			74,935,552
Accumulated 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

BIOFIELD CORP.

(A Development Stage Company)

UNAUDITED STATEMENTS OF OPERATIONS

See notes to financial statements.

							Period October 16,
	Three Months Ended						1987 (Date of
	March 31,						Inception) Through
	2010			2009			March 31, 2010


REVENUE	$	-		$	-		$	244,522
COST OF SALES
Cost of goods sold		-			-			95,111
Loss on write down of inventory		-			-			693,500
GROSS PROFIT		-			-			(544,089	)

OPERATING EXPENSES:
Research and development		-			-			40,481,889
Selling, general, and administrative		109,647			127,578			43,087,368
Impairment of intangible assets		-			-			194,268
Gain on disposition of fixed assets		-			-			(8,084	)
Total operating expenses		109,647			127,578			83,755,441


OTHER INCOME (EXPENSE):
Write down of old payables and debt		1,914,950			-			1,914,949
Interest income		-			-			2,476,721
Interest expense		(157,850	)		(149,891	)		(4,362,537	)
Amortization of shares issued to lenders
and other finance costs		-			-			(405,523	)
Royalty income and other		-			-			214,867
Net other income (expense)		1,757,100			(149,891	)		(161,523	)

INCOME (LOSS) BEFORE INCOME TAXES		1,647,453			(277,469	)		(84,461,054	)

PROVISION FOR INCOME TAXES		-			-			(19,749	)

NET INCOME (LOSS)	$	1,647,453		$	(277,469	)	$	(85,192,953	)

NET INCOME (LOSS) PER SHARE:
Basic and Diluted	$	0.04		$	(0.01	)

WEIGHTED-AVERAGE SHARES
Basic and Diluted		40,558,699			25,860,411

1See accompanying notes to consolidated financial statements.

~~Table~~BIOFIELD ofCORP. ~~Contents~~( A DEVELOPMENT STAGE COMPANY) UNAUDITED STATEMENTS OF CASH FLOWS

BIOFIELD CORP. (A Development Stage Company)

							Period October 16,
							1987 (Date of
	Three Months Ended						Inception) Through
	March 31,						March 31,
	2010			2009			2010

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,647,453		$	(277,469	)	$	(84,480,801	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		347			347			2,764,332
Amortization of premiums on short-term investments		-			-			156,692
Amortization of deferred financing costs		-			-			2,129,643
Loss on disposal of property and equipment		-			-			194,102
Loss on license and settlement agreements		-			-			49,026
Loss on abandonment of patent applications		-			-			303,234
Loss on inventory write-down		-			-			693,500
Impairment of intangible assets		-			-			194,268
Vendor settlements		-			-			(77,257	)
Noncash compensation		-			-			3,533,451
Gain from disposition of fixed assets		-			-			(159,473	)
Interest paid in common stock		-			-			575,260
Commisions and discounts on sale of common stock		-			-			96,919
Write down of third party debt to other income		(304,851	)		-			(304,851	)
Loan repayment default payable in shares of common stock		-			-			350,000
Consultancy fees paid in options		-			-			242,762
Issuances of common stock for outstanding stock obligations, services and debt conversion		-			-			10,091,669
Changes in assets and liabilities:								-
Notes receivable		-			-			11,004
Inventories		-			-			(693,500	)
Prepaids		-			-			(131,816	)
Due to affiliate		-			-			337,921
Accounts payable and accrued liabilities		(1,342,949	)		167,893			2,701,066
Net cash used in operating activities		-			(109,229	)		(61,422,849	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment		-			-			(2,610,691	)
Costs incurred for patents and patent applications		-			-			(782,527	)
Proceeds from sale of property and equipment		-			-			294,748
Purchases of short-term investments		-			-			(26,476,638	)
Proceeds from sale and maturity of short-term investments		-			-			26,406,378
Net cash used in investing activities		-			-			(3,168,730	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		-			-			9,912
Repayments of capitalized lease obligations		-			(771	)		(82,234	)
Proceeds from issuance of preferred stock - net		-			-			22,341,892
Proceeds from common stock subscription		-			110,000			35,203,258
Proceeds from exercise of common stock		-			-			298,546
Proceeds from issuance of notes payable		-			-			1,676,058
Proceeds from borrowings on line of credit		-			-			76,740
Notes financing costs		-			-			342,916
Advances from stockholder and related party		-			-			3,493,156
Repayments of advances from stockholder		-			-			(1,874,728	)
Repurchases of common stock held in treasury		-			-			(3,100	)
Proceeds from notes payable issued to stockholder and related party		-			-			2,784,430
Net cash provided by financing activities		-			109,229			64,266,846
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		-			-			100,530
EFFECT OF EXCHANGE RATE CHANGES		-			-			(111,497	)
BEGINNING OF PERIOD		-			-			-
END OF PERIOD	$	-		$	-		$	(10,967	)

~~STATEMENTS~~See OFaccompanying ~~OPERATIONS~~notes ~~(Unaudited)~~to consolidated financial statements.

													Period October 16,
	For the Three Months Ended						For the Nine Months Ended						1987 (Date of
	September 30,						September 30,						Inception) Through
	2009			2008			2009			2008			September 30, 2009
REVENUE	$	—		$	—		$	—		$	—		$	244,522
COST OF SALES
Cost of goods sold		—			—			—			8,172			95,111
Loss on write down of inventory		—			—			—			—			693,500
GROSS PROFIT		—			—			—			8,172			(544,089	)
OPERATING EXPENSES:
Research and development		—			—			—			—			40,481,889
Selling, general, and administrative		26,348			8,637,305			185,789			8,898,838			42,827,773
Impairment of intangible assets		—			—			—			—			194,268
Gain on disposition of fixed assets		—			—			—			—			(8,084	)
Total operating expenses		26,348			8,637,305			185,789			8,898,838			83,495,846
OTHER INCOME (EXPENSE):
Interest income		—			—			—			88			2,476,722
Interest expense		(149,891	)		(130,962	)		(449,674	)		(417,965	)		(4,054,885	)
Finance costs		—			—			—			—			(405,523	)
Other		—			—			—			—			214,867
Net 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

BIOFIELD CORP.
(A Development Stage Company)
UNAUDITED STATEMENTS OF CASH FLOWS (continued)

See notes to financial statements.

					Period October 16,
	Three Months Ended				1987 (Date of
	March 31,				Inception) Through
	2010		2009		March 31, 2010
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid for interest	$	-	$	-	$	857,003
Cash 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	$	-	$	-	$	17,949

Repayment of debt by shareholders	$	-	$	-	$	1,200,000

Write down of old payables and debt to other income	$	1,914,950	$	-	$	1,914,950

Issuance of common stock for services, conversion of accrued liabilities and debt	$	3,534,584	$	-	$	14,956,255

Capital contributions from forgiveness of debt by related parties	$	2,000,158	$	-	$	2,000,158

2 BIOFIELD CORP.

~~Table~~(A ofDevelopment ~~Contents~~Stage Company)

~~BIOFIELD~~NOTES ~~CORP. (A~~TO ~~Development Stage Company)~~FINANCIAL STATEMENTS

~~STATEMENTS~~NOTE OF1 ~~CASH FLOWS (Unaudited)~~– ORGANIZATION

							Period October 16,
	For the Nine Months Ended						1987 (Date of
	September 30,						Inception) Through
	2009			2008			September 30, 2009
CASH 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			2,763,638
Amortization of premiums on short-term investments		—			—			156,692
Amortization of deferred financing costs		—			—			2,129,643
Loss on disposal of property and equipment		—			—			194,102
Loss on license and settlement agreements		—			—			49,026
Loss on abandonment of patent applications		—			—			303,234
Loss on inventory write-down		—			—			693,500
Impairment of intangible assets		—			—			194,268
Vendor settlements		—			—			(77,257	)
Noncash compensation		—			—			3,533,451
Gain from disposition of fixed assets		—			—			(159,473	)
Interest paid in common stock		—			—			575,260
Commissions and discounts on sale of common stock		—			—			96,919
Loan repayment default payable in shares of common stock		—			—			350,000
Consultancy fees paid in options		—			—			242,762
Issuances of common stock for outstanding stock obligations		—			8,667,010			8,667,010
Changes in assets and liabilities:
Notes receivable		—			9,912			11,004
Inventories		—			—			(693,500	)
Prepaids		—			—			(131,816	)
Due to affiliate		—			—			329,687
Accounts payable and accrued liabilities		210,622			298,388			5,489,383
Net 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		—			—			294,748
Purchases of short-term investments		—			—			(26,476,638	)
Proceeds from sale and maturity of short-term investments		—			—			26,406,378
Net cash used in investing activities		—			—			(3,168,730	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		4,747			—			14,659
Repayments of capitalized lease obligations		—			—			(82,234	)
Proceeds from issuance of preferred stock — net		—			—			22,341,892
Proceeds from common stock subscriptions		110,000			—			35,313,258
Proceeds from exercise of common stock		70,000			—			368,546
Proceeds from issuance of notes payable		—			96,265			1,676,058
Proceeds from borrowings on line of credit		—			76,740			76,740
Financing costs for notes payable		60,629			—			322,706
Advances from stockholder and related party		178,423			162,202			3,671,579
Repayments of advances from stockholder		—			—			(1,874,728	)
Repurchases of common stock held in treasury		—			—			(3,100	)
Proceeds from notes payable issued to stockholder and related party		—			—			2,546,533
Net cash provided by financing activities		423,799			335,207			64,371,909
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			(13,328	)		92,296
EFFECT OF EXCHANGE RATE CHANGES		—			—			(77,637	)
BEGINNING OF PERIOD		—			13,328			—
END OF PERIOD	$	—		$	—		$	14,659

Organization

~~See~~Biofield Corp. ~~notes~~(the “Company”) has developed a highly proprietary system to assist in detecting breast cancer. The procedure is non-invasive and radiation- and compression-free. The procedure produces objective results within 20 minutes without the need for interpretation by a radiologist. The Company’s breast cancer diagnostic device, the Biofield Diagnostic System (“BDS”), employs single-use sensors to measure and analyze changes in cellular electrical charge distributions associated with the development of epithelial cancers, such as breast cancer. The new prototype of the device is portable and the size of a laptop computer. The sensors are similar in size to an EEG/ EKG sensor. The current system is a final complete product and has received CE mark certification from the European regulatory authorities. The CE mark certification, which permits companies to market in European Union member countries, was received in connection with our former facility in Alpharetta, Georgia. The Company is considering other facilities which have already secured CE Mark certification. The Company currently operates in the biomedical device market segment. Through March 31, 2006, the Company’s focus and resources were primarily directed towards securing approval of the BDS from the U.S. Food and Drug Administration (“U.S. FDA”) to distribute in the U.S. The Company continued to incur significant losses associated with these activities and generated little or no sales. Subsequent to March 31, 2006, The MacKay Group (“MKG”) took control of the Company’s management and operations (the “MKG Acquisition”). From April 1, 2006 to December 31, 2006, the Company’s time, energies, and resources were focused towards transitioning the Company from prior management to MKG. This included the tasks of moving the Company’s facilities, inventory, and operations from Alpharetta, Georgia to Philadelphia, Pennsylvania and transferring and reorganizing voluminous amounts of clinical and technological data, and financial ~~statements~~records. The Company has since completed the move to a facility in King of Prussia, Pennsylvania. With the transfer of vital financial and regulatory records, the Company diligently proceeded during 2007 to bring all of its Securities and Exchange Commission (“SEC”) filings current. During the transition, MKG successfully reduced approximately $2 million of the Company’s debt by converting it to stock, and continues to work toward further debt reduction. Post-MKG Acquisition, the Company changed its primary focus towards penetrating foreign markets with significant populations of women, where MKG had significant industry and government contacts and relationships, where the need for the BDS appeared compelling, and where the regulatory hurdles were not as burdensome. The Company has secured or is working to secure significant government, distribution, research and development and manufacture networks in the People’s Republic of China, India, the Philippines and other parts of Asia, Mexico, Latin America, the Caribbean, Africa, Europe, and the Middle East. The Company will continue its efforts to secure U.S. FDA approval. The Company believes that the government and industry relationships, the possible significant clinical data and research and development (especially as it may pertain to screening and other cancers), and revenues it secures abroad will facilitate its efforts to secure U.S. FDA approval in the future.

3In 2008, the Company recommitted its efforts to secure CE mark certification for BDS, recruited a new management team, opened an office in Hong Kong, in conjunction with the Company’s controlling stockholder, MKG, opened a sales office in Bangalore, India, moved its US offices from King of Prussia, Pennsylvania to Philadelphia, Pennsylvania, and embarked on a strategy to assemble a portfolio of medical technology products that can be distributed using the same sales channels the Company intends to use to market the BDS.

~~Table~~The Company, as of ~~Contents~~March 31, 2010, is still considered to be in the development stage.

~~BIOFIELD~~ The financial ~~CORP~~statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. (AThe ~~Development~~financial ~~Stage~~statements do not include any adjustments that might result from the outcome of these uncertainties. The Company) has incurred operating losses since its inception. This condition raises substantial doubt as to the Company’s ability to continue as a going concern as such continuance is dependent upon the Company’s ability to raise sufficient capital. Management’s plans regarding these matters, with the objective of improving liquidity and sustaining profitability in future years encompass the following:

~~STATEMENTS~~ OFMove ~~CASH~~from ~~FLOWS~~a ~~(Unaudited)~~development —stage ~~(continued)~~ entity to an operating entity;  Settling legacy outstanding obligations;  Continued review of all expenditures in order to minimize costs;  Raise additional working capital as necessary; and  Generate revenue from foreign markets such as China and India where MKG has significant government and industrial relationships.

	As for the Nine Months				Period October 16,
	Ended				1987 (Date of
	September 30,				Inception) Through
	2009		2008		September 30, 2009
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	—	$	—	$	857,003
Cash 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	$	—	$	—	$	17,949
Repayment of debt by shareholders	$	—	$	—	$	1,200,000
Issuance of common stock for accrued liabilities	$	1,230,002	$	—	$	1,330,002

In the absence of additional financing the Company may be unable to satisfy past due obligations. Management believes that the actions presently being taken provide the opportunity to improve liquidity and sustain profitability. However, there are no assurances that management’s plans will be achieved. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Ultimately, the Company must achieve profitable operations if it is to be a viable entity.

~~See~~The Company ~~notes~~has never declared or paid any cash dividends on capital stock and do not intend to ~~financial~~pay ~~statements~~any cash dividends in the foreseeable future.

4NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Table~~These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of ~~Contents~~America. Significant accounting policies are as follows:

~~BIOFIELD CORP.~~Interim AReview ~~DEVELOPMENT STAGE COMPANY~~Reporting

The accompanying unaudited financial ~~NOTES~~statements TOof ~~UNAUDITED~~Biofield ~~FINANCIAL~~Corp. ~~STATEMENTS~~(the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's 2009 Annual Report as filed on Form 10K.

~~NOTE~~In 1the —opinion ~~ORGANIZATION~~of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company with respect to the interim financial statements and the results of its operations for the interim period ended March 31, 2010, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.

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

The ~~accompanying~~Company ~~interim unaudited financial information~~ has ~~been~~not ~~prepared~~produced ~~pursuant to the rules~~any ~~and~~significant ~~regulations~~revenue offrom ~~the~~its ~~Securities~~principal ~~and~~business ~~Exchange Commission (SEC). Certain information~~ and ~~footnote disclosures~~is ~~normally~~a ~~included~~development ~~in financial statements prepared in accordance with accounting~~stage ~~principles~~company generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as ofdefined ~~September 30,~~by ~~2009 and~~ the ~~related~~Accounting ~~operating~~Standards ~~results~~Codification ~~and~~(ASC) ~~cash flows for the interim~~915 ~~period~~Development ~~presented~~Stage ~~have been made~~Entities. The results of operations of such interim periods are not necessarily indicative of the results of the full year. This financial information should be read in conjunction with the Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. There have been no changes in significant accounting policies since December 31, 2008.

~~NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Going Concern

~~Use~~The financial statements for the period ended March 31, 2010 have been prepared on a going concern basis which contemplates the realization of ~~Estimates~~assets and settlement of liabilities and commitments in the normal course of business. The Company has a past history of recurring losses from operations and has an accumulated deficit of approximately $84,480,801 and working capital deficiency of approximately $2,310,700 as of March 31, 2010. Additionally, the Company will require additional funding to execute its future strategic business plan. Successful business operations and its transition to attaining profitability is dependent upon obtaining additional financing and achieving a level of revenue adequate to support its cost structure. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

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

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

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

~~Reclassification~~The Company considers all highly liquid debt securities purchased with original or remaining maturities of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.

~~Certain~~Fair ~~amounts~~Value inof ~~the prior year financial statements have been reclassified for comparative~~Financial ~~purposes to conform to the presentation in the current year financial statements.~~ Instruments

5Cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses, as reflected in the financial statements, approximate fair value because of the short-term maturity of these instruments. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

~~Table~~Property ~~of Contents~~and Equipment

~~NOTE~~Property and 3equipment —are ~~ACCOUNTING~~stated ~~STANDARDS~~at ~~UPDATES~~cost, less accumulated depreciation and amortization. Depreciation and amortization are computed using straight-line methods over the estimated useful lives of the assets, principally three to five years, or the term of the lease, if shorter, for leasehold improvements. Repairs and maintenance are expensed as incurred.

InRevenue June 2009, the Financial Accounting Standards Board (FASB) issued its final Statement of Financial Accounting Standards (SFAS) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB Statement No. 162”. SFAS No. 168 made the FASB Accounting Standards Codification (the Codification) the single source of U.S. GAAP used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws, which are sources of authoritative accounting guidance for SEC registrants. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The Codification supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning July 1, 2009. Following SFAS No. 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates (ASU). The FASB will not consider ASUs as authoritative in their own right; these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification. The adoption of this standard did not have a material impact on the Company’s financial position and results of operations. Recognition

~~In August 2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”.~~ The ~~update provides clarification that in~~ ~~circumstances,~~Company inhas ~~which~~adopted aand ~~quoted~~follows ~~price in an active market for~~ the ~~identical~~guidance ~~liability is not available, a reporting entity is required to measure fair value using one or more of the techniques~~ provided ~~for~~ in ~~this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to~~ the ~~existence~~SEC’s ~~of a~~Staff ~~restriction~~Accounting ~~that~~Bulletin ~~prevents~~(“SAB”) ~~the~~No. ~~transfer~~104 of(“Topic ~~the~~13 ~~liability~~– ~~and~~Revenue ~~also~~Recognition”), ~~clarifies that both a quoted~~which ~~price~~provides inguidance anon ~~active market for~~ the ~~identical~~recognition, ~~liability~~presentation ~~at the measurement date~~ and ~~the~~disclosure ~~quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price~~ of ~~the~~revenue ~~asset are required are Level 1 fair value measurements. The guidance provided~~ in ~~this ASU is effective for the first reporting period, including interim periods, beginning after~~ ~~issuance. The adoption of this standard did not have a material impact on~~ the ~~Company’s~~ financial ~~position~~ ~~and results of operations~~statements.

~~In September 2009, the FASB issued ASU 2009-06,~~ Income ~~Taxes (Topic 740), “Implementation~~ ~~Guidance on Accounting for Uncertainty in Income~~ Taxes and Disclosure Amendments for Nonpublic Entities”, which provides implementation guidance on accounting for uncertainty in income taxes, as well as eliminates certain disclosure requirements for nonpublic entities. For entities that are currently applying the standards for accounting for uncertainty in income taxes, this update shall be effective for interim and annual periods ending after September 15, 2009. For those entities that have deferred the application of accounting for uncertainty in income taxes in accordance with paragraph 740-10-65-1(e), this update shall be effective upon adoption of those standards. The adoption of this standard is not expected to have an impact on the Company’s financial position and results of operations since this accounting standard update provides only implementation and disclosure amendments.

~~In September 2009, the FASB published ASU No. 2009-12, “Fair Value Measurements and Disclosures~~The ~~(Topic~~Company ~~820)~~accounts —for ~~Investments~~income taxes in ~~Certain~~accordance ~~Entities~~with ~~That~~the ~~Calculate~~liability ~~Net~~method. ~~Asset Value per Share (or Its~~Under ~~Equivalent)”.~~the ~~This~~liability ~~ASU amends Subtopic 820-10~~method, ~~“Fair~~deferred ~~Value~~assets ~~Measurements~~ and ~~Disclosures~~liabilities —are ~~Overall”, to~~recognized ~~permit~~based ~~a reporting entity to measure the fair value of certain investments on the basis of the~~upon ~~net~~anticipated ~~asset~~future ~~value~~tax ~~per~~consequences ~~share~~attributable ofto ~~the~~differences ~~investment (or its equivalent). This ASU also requires new~~between ~~disclosures,~~financial bystatement ~~major~~carrying ~~category~~amounts of ~~investments~~assets ~~including~~and ~~the~~liabilities ~~attributes~~and ~~of investments within the~~their ~~scope~~respective oftax ~~this amendment to the Codification~~bases. The ~~guidance~~Company inestablishes ~~this~~a ~~Update~~valuation isallowance ~~effective~~to ~~for interim~~the ~~and~~extent ~~annual~~that ~~periods~~it ~~ending after December 15, 2009. Early application~~ is ~~permitted.~~more ~~The~~likely ~~adoption of~~than ~~this standard is~~ not ~~expected~~that todeferred ~~have~~tax anassets ~~impact~~will onnot ~~the Company’s financial position and results~~be ofutilized ~~operations~~against ~~since~~future ~~this~~taxable ~~accounting standard update provides only implementation and disclosure amendments~~income.

6Uncertain tax positions

~~Table~~In July 2006, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Codification (“ASC”) Topic 740-10-25 “Accounting for Uncertainty in Income Taxes”. ASC Topic 740-10-25 supersedes guidance codified in ASC Topic 450, “Accounting for Contingencies”, as it relates to income tax liabilities and lowers the minimum threshold a tax position is required to meet before being recognized in the financial statements from “probable” to “more likely than not” (i.e., a likelihood of ~~Contents~~occurrence greater than fifty percent). Under ASC Topic 740-10-25, the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.

~~In October 2009, the FASB published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple~~The ~~Deliverable~~Company ~~Revenue~~is ~~Arrangements”,~~subject ~~which addresses the accounting for multiple-deliverable arrangements~~ to ~~enable~~ongoing ~~vendors~~tax toexposures, ~~account~~examinations ~~for~~and ~~products~~assessments ~~or services (deliverables) separately rather~~in ~~than~~various ~~as a combined unit~~jurisdictions. ~~Specifically~~Accordingly, ~~this guidance amends~~ the ~~criteria~~Company inmay ~~Subtopic~~incur ~~605-25, “Revenue~~additional ~~Recognition-Multiple-Element~~tax ~~Arrangements”, for separating consideration in~~expense ~~multiple-deliverable~~based ~~arrangements.~~upon ~~This guidance establishes a selling price hierarchy for determining~~ the ~~selling~~outcomes ~~price~~ of asuch ~~deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates~~matters. ~~This~~In ~~guidance~~addition, ~~also~~when ~~eliminates~~applicable, the ~~residual~~ ~~method~~Company ofwill ~~allocation~~adjust ~~and~~tax ~~requires~~expense ~~that~~to ~~arrangement~~reflect ~~consideration~~the beCompany’s ~~allocated~~ongoing atassessments ~~the inception~~ of ~~the~~such ~~arrangement~~matters towhich ~~all~~require ~~deliverables~~judgment ~~using the relative selling price method~~ and ~~also~~can ~~requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or~~ materially ~~modified~~increase ~~in fiscal years beginning on~~ or ~~after~~decrease ~~June 15,~~its ~~2010.~~effective ~~Early~~rate ~~adoption~~as iswell ~~permitted.~~as ~~The adoption of this standard is not expected to have an~~ impact on ~~the~~operating ~~Company’s financial position and~~ results ~~of operations since this accounting standard update provides only implementation and disclosure amendments~~.

InUnder ~~October 2009,~~ASC Topic ~~the FASB published ASU 2009~~740-1410-25, ~~“Software~~only ~~(Topic~~the ~~985)-Certain~~portion ~~Revenue~~of ~~Arrangements that~~the ~~Include~~liability ~~Software~~that ~~Elements”~~is ~~and~~expected ~~changes~~to ~~the~~be ~~accounting~~paid within ~~model~~one ~~for~~year ~~revenue~~is ~~arrangements~~classified ~~that include~~as ~~both~~a ~~tangible~~current ~~products and software elements~~liability. ~~Under~~As ~~this~~a ~~guidance~~result, ~~tangible products~~liabilities ~~containing~~expected ~~software components and nonsoftware components that function together~~ to ~~deliver~~be ~~the tangible~~resolved ~~product’s~~without ~~essential functionality are excluded from~~ the ~~software~~payment ~~revenue~~of ~~guidance~~cash ~~in Subtopic 985-605, “Software-Revenue Recognition”~~(e.g. Inresolution ~~addition,~~due ~~hardware~~to ~~components~~the expiration of athe ~~tangible product~~statute ~~containing~~of ~~software~~limitations) ~~components~~or are ~~always~~not ~~excluded~~expected ~~from~~to ~~the~~be ~~software~~paid ~~revenue guidance. The~~within ~~guidance~~one inyear ~~this~~are ~~ASU~~not isclassified ~~effective~~as ~~prospectively~~current. ~~for~~The ~~revenue~~Company ~~arrangements~~has ~~entered~~recently ~~into~~adopted ~~or materially~~a ~~modified~~policy ~~in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption~~ of ~~this~~recording ~~standard~~estimated isinterest ~~not~~and ~~expected~~penalties toas ~~have~~income antax ~~impact~~expense ~~on the Company’s financial position~~ and ~~results~~tax ofcredits ~~operations~~as ~~since~~a ~~this~~reduction ~~accounting~~in ~~standard~~income ~~update~~tax ~~provides only implementation and disclosure amendments~~expense.

~~Other~~The Company ~~ASUs~~did not ~~effective~~file ~~until~~federal ~~after~~and ~~September 30~~applicable state income tax returns for the years ended December 31, 2009 and 2008, ~~are~~respectively, and prior. Although the Company is incurring losses since its inception, the Company is obligated to file income tax returns for compliance with IRS regulations and that of applicable state jurisdictions. Management believes that the Company will not incur ~~expected~~significant penalty and interest for non-filing of federal and state income tax returns, as well as, federal and state income tax liabilities, as applicable, for quarter ended March 31, 2010 and the years ended December 31, 2009, respectively, and prior considering its loss making history since inception. The Company is still in the process of determining the amount of net taxable operating losses eligible to be carried forward for federal and applicable state income tax purposes for quarter ended March 31, 2010 and the years ended December 31, 2009, respectively, and prior. The Company has not made any provision for federal and state income tax liabilities that may result from this uncertainty as of March 31, 2010 and December 31, 2009, respectively. Management believes that this will not have a ~~significant effect~~material adverse impact on the Company’s financial position, orits results of operations. and its cash flows.

~~NOTE~~The number 4of —years ~~EQUITY~~with open tax audits varies depending on the tax jurisdiction. The Company’s major taxing jurisdictions include the United States (including applicable states).

~~During~~Net ~~the~~Income ~~nine~~(Loss) months ended September 30, 2009, the Company issued a total of 12,593,333 shares of common stocks. In first quarter of 2009 the Company issued for cash 3,693,333 shares of common stock for $110,000. In the second and third quarters of 2009 the Company issued 8,900,000 shares of common stock in settlement of accrued liabilities. The value of the common shares issued was $1,230,002.Per Share

~~NOTE~~Basic 5and diluted —net ~~SUBSEQUENT~~losses ~~EVENTS~~per common share are presented in accordance with FASB ASC 260, “Earning Per Share,” for all periods presented. Stock subscriptions, options and warrants have been excluded from the calculation of the diluted income (loss) per share for the three months ended March 31, 2010 and years ended December 31, 2009, because all such securities were anti-dilutive. The net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares outstanding during the periods.

~~ValiRx Plc~~ Reclassification

~~On December 11, 2008, Biofield Corp. (the “Corporation”) entered into a Sale of Shares~~Certain ~~Agreement~~amounts ~~(the “Stock Purchase Agreement”) with Valirix, plc, to acquire a minority interest~~ in ~~Valibio,~~ ~~SA and contemporaneously entered into an Exclusive Distribution Agreement (~~the ~~“Distribution~~ ~~Agreement”)~~prior ~~with~~year ~~Valibio,~~financial SAstatements ~~which~~have ~~granted~~been ~~Biofield~~reclassified ~~exclusive distribution rights worldwide (excluding Belgium)~~ for ~~ValiRx plc’s Human Papilloma Virus (HPV) diagnostic test for~~ ~~cervical~~comparative ~~cancer,~~purposes ~~ValioRx’s~~to ~~Hypergenomics™~~conform ~~and~~to ~~Nucleosomics™ cancer diagnostics products, and any other cancer diagnostic products developed during~~ the ~~term~~presentation ofin the ~~Distribution~~current ~~Agreement.~~year financial statements.

OnImpairment ~~May 13,~~of ~~2009, ValiRx Plc and the Corporation entered into a letter agreement amending the Stock~~Long-Lived Purchase Agreement (the “Amendment”) whereby Biofield agreed to make payments towards the 660,000 Euro purchase price (the “Purchase Price”) prior to certain dates which, to date, had not been made. Assets

~~Thereafter,~~The Company onhas ~~September 22,~~adopted ~~2009,~~FASB ~~ValiRx~~ASC ~~and~~360 ~~the~~relative ~~Corporation~~to ~~further~~“Impairment ~~amended~~of ~~the~~Long-Lived ~~Stock Purchase~~Assets”, ~~Agreement~~which ~~pursuant~~requires tothat ~~Amendment~~long-lived ~~No. 2~~assets ~~(“Amendment~~and ~~No. 2”),~~certain ~~which~~identifiable ~~extended~~intangibles held and used by the ~~payment~~Company ~~date~~be ofreviewed ~~the Purchase~~for ~~Price~~impairment ~~until~~whenever ~~December 31,~~events ~~2009.~~or Aschanges ~~security~~in circumstances ~~for~~indicate ~~extending~~that the ~~payment~~carrying ~~date~~amount of ~~the~~an ~~Purchase~~asset may not be ~~Price~~recoverable. ~~until~~Events ~~December 31,~~relating ~~2009,~~to ~~Mr. James~~recoverability ~~MacKay,~~may ainclude ~~shareholder~~significant unfavorable ofchanges ~~the~~in ~~Corporation~~business conditions, ~~transferred 1~~recurring losses,~~500,000~~ ~~shares~~or ofa ~~preferred~~forecasted inability ~~stock,~~to ~~par~~achieve ~~value~~break-even $0operating results over an extended period.~~001~~ The ~~per~~Company ~~share~~evaluates (the ~~“Preferred~~recoverability ~~Shares”),~~ of long-lived assets ~~Biofield~~based ~~Corp.~~upon toforecasted ~~ValiRx,~~undiscounted ~~provided~~cash Mrflows. ~~MacKay~~ Should ~~retains~~impairment ~~voting~~in value ~~control~~be ofindicated, the ~~Preferred~~carrying ~~Shares~~value ~~per the~~of ~~Pledge~~intangible ~~Agreement~~assets ~~and~~will ~~Voting~~be ~~Agreement~~adjusted, based ~~executed~~on ~~concurrently~~estimates ~~with~~of ~~Amendment~~future ~~No. 2.~~discounted ~~The~~cash ~~last~~flows ~~of this~~resulting ~~series~~from ofthe ~~documents~~use ~~comprising~~and ultimate ~~the~~disposition ~~transaction,~~of the ~~Pledge~~asset. ~~Agreement,~~FASB ~~was~~ASC ~~executed~~360 ~~and delivered~~also byrequires ~~Mr. MacKay~~that onassets ~~October 2,~~to ~~2009~~be disposed ~~after~~of be reported at the ~~close~~lower of ~~business,~~the ~~thereby~~carrying ~~completing~~amount or the fair value ~~transaction~~less costs to sell.

7 Research and Development

~~Table~~The Company accounts for research and development costs in accordance with the FASB ASC, “Accounting for Research and Development Costs”. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. Total expenditures on research and product development incurred for the period from October 16, 1987 (date of ~~Contents~~inception) to March 31, 2010 were $40,481,889. In 2010 and 2009 there were no additional expenditures on research and product development.

InAccounting ~~the event the Purchase Price is not satisfied prior to December 31, 2009, ValiRx may elect to~~Standard either (i) convert the Preferred Shares into common stock and to apply the proceeds of any and all eventual sales in payment and satisfaction of the Purchase Price, or (ii) collect on the Purchase Price in full. If ValiRx chooses (i) above, any such sales of shares shall not exceed twenty percent (20%) of the total volume of the five (5) preceding trading days, on a weekly basis; further, if such converted shares do not cover the unpaid balance of the Purchase price, additional shares shall be delivered to ValiRx to satisfy the obligation in full. Any shares remaining after the purchase Price has been paid, shall be returned to Mr. MacKay. Updates

In June 2009, the ~~event~~Financial Accounting Standards Board (FASB) amended its accounting guidance on the ~~Corporation~~consolidation ~~raises~~of ~~capital~~variable ininterest ~~one~~entities or(VIE). ~~more~~Among ~~private~~other things, ~~placements~~the ~~prior~~new guidance requires a qualitative rather than a quantitative assessment to ~~December~~determine the primary beneficiary of a VIE based on whether the entity (1) ~~31,~~has the power to direct matters that most significantly impact ~~2009,~~the ~~Biofield~~activities ~~shall~~of ~~satisfy~~the VIE and (2) has the ~~Purchase~~obligation ~~Price~~to ~~out~~absorb oflosses or the ~~use~~right ofto ~~proceeds~~receive benefits of ~~such~~the ~~raise~~VIE bythat could potentially be significant ~~applying~~to ~~10%~~the VIE. In addition, the amended guidance requires an ongoing reconsideration of the ~~proceeds~~primary ~~below~~beneficiary. ~~$500,000,~~The ~~plus~~provisions ~~15%~~of this new guidance were effective as of the ~~proceeds~~beginning ~~above~~of ~~$500,000~~our up2010 tofiscal year, and the adoption did ~~Purchase~~not ~~Price~~have a material impact on our financial statements.

In October 2009, ~~three~~the ~~separate~~FASB ~~transactions~~issued updated guidance on multiple-deliverable revenue arrangements. Specifically, the ~~Company~~guidance ~~acquired~~amends ~~additional~~the ~~distribution~~existing ~~rights~~criteria for toseparating ~~products~~consideration ~~of another~~received ~~ValiRx~~in ~~plc~~multiple-deliverable ~~subsidiary~~arrangements, eliminates ~~ValiMedix~~the ~~Limited.~~residual ~~Subject~~method toof ~~performance~~allocation ~~minimums,~~and requires that arrangement consideration be allocated at the ~~Company~~inception ~~has~~of the arrangement to all ~~acquired~~deliverables using the ~~exclusive~~relative ~~distribution~~selling ~~rights~~price ~~for~~method. ~~Mexico,~~The ~~Canada~~guidance ~~and~~also establishes a hierarchy for determining the ~~PRC~~selling ~~(China),~~price toof a ~~product~~deliverable, ~~line~~which ofis ~~home~~based ~~self~~on ~~check~~vendor-specific ~~test~~objective ~~kits.~~evidence; ~~The~~third-party ~~Products~~evidence; ~~are:~~or management ~~(i) Stomach~~estimates. ~~Ulcer~~Expanded ~~Test;~~disclosures ~~(ii) Blood~~related ~~Glucose~~to multiple-deliverable ~~Test;~~revenue ~~(iii) Cholesterol~~arrangements ~~Test;~~will ~~(iv) Urine~~also ~~Infection~~be ~~Test;~~required. ~~(v) Bowel~~The ~~Health~~new ~~Test;~~guidance ~~(vi) Multi~~is ~~Drug~~effective for ~~Test;~~revenue ~~(vii) Menopause~~arrangements ~~Test;~~entered ~~and~~into ~~(viii) Prostate~~or ~~Health~~materially ~~Test.~~modified ~~All~~on ~~have~~and CEafter January 1, ~~certification~~2011. The Company does not expect the application of this new ~~agreements~~standard ~~are~~to ~~for~~have a ~~five~~significant ~~(5) year~~impact ~~term~~on ~~with~~its ~~certain~~financial ~~renewal rights~~statements.

~~Changes~~Consolidations: In December in2009, ~~Management~~the FASB issued ASU No. 2009-17 (formerly Statement No. 167), “Consolidations (Topic 810) – Improvements to Financial Reporting for Enterprises involved with Variable Interest Entities”. ASU 2009-17 amends the consolidation guidance applicable to variable interest entities. The amendments to the consolidation guidance affect all entities, as well as qualifying special-purpose entities (QSPEs) that are currently excluded from previous consolidation guidance. ASU 2009-17 was effective as of the beginning of the first annual reporting period that begins after November 15, 2009. ASU 2009-17 did not have an impact on our financial condition, results of operations, or disclosures.

OnAccounting for ~~November 15,~~Transfers ~~2009~~of ~~the~~Financial ~~Board~~Assets: In ofDecember ~~Directors~~2009, of the ~~Company~~FASB ~~accepted~~issued ASU ~~the~~No. ~~resignation~~2009-16 of(formerly ~~Dr. Dominic~~Statement ~~Lam~~No. ~~Since 2008~~166), ~~the~~“Transfers ~~increasing~~and ~~time~~Servicing ~~demands~~(Topic 860) – Accounting for Transfers of DrFinancial Assets”. ~~Lam’s~~ ~~other~~ASU ~~business~~2009-16 ~~and~~amends ~~charitable~~the ~~ventures~~derecognition ~~that~~accounting ~~predate~~and ~~his~~disclosure ~~involvement~~guidance. ~~with~~ASU 2009-16 eliminates the exemption ~~Company~~from ~~have~~consolidation ~~prevented~~for ~~him~~QSPEs ~~from~~and ~~devoting~~also ~~the~~requires ~~time~~a transferor to ~~required~~evaluate all existing QSPEs to ~~carry~~determine onwhether they must be consolidated. ASU 2009-16 was effective as aof ~~Board~~the ~~member~~beginning of the ~~Company.~~first ~~His~~annual ~~departure~~reporting ~~was~~period that ~~mutually~~begins ~~amicable~~after November 15, 2009. ASU 2009-16 did not have an impact on our financial condition, results of operations, or disclosures.

~~Effective~~In ~~March~~January 152010, ~~2009,~~the ~~two~~FASB ofissued ~~the~~Accounting ~~Company’s~~Standards ~~former~~Update ~~officers~~(“ASU”) ~~Shepard~~2010-06 which G.is ~~Bentley~~intended ~~and~~to Drimprove disclosures about fair value measurements. ~~Shiva~~ The ~~Sharareh~~guidance ~~both~~requires ~~agreed,~~entities to disclose significant transfers in ~~writing~~and out of fair value hierarchy levels, ~~to:~~the i)reasons for the ~~return~~transfers and ~~cancellation~~to ofpresent ~~all~~information about ~~shares~~purchases, ~~issued~~sales, toissuances and settlements separately in the ~~them~~reconciliation of fair value measurements using significant unobservable inputs (~~Mr. Bentley~~Level 23).~~5 million~~ ~~shares;~~Additionally, ~~Dr. Sharareh~~the ~~2 million~~guidance ~~shares)~~clarifies that a reporting entity should provide fair value measurements for each class of assets and; ~~ii)~~liabilities ~~forfeit~~and disclose ~~any~~the ~~right~~inputs toand valuation techniques used for fair value measurements ~~receive~~using ~~any~~significant other observable inputs (Level 2) and ~~all~~significant ~~accrued~~unobservable inputs ~~salary~~(Level 3). The Company ~~received~~has applied the ~~certificates~~new ~~and~~disclosure ~~cancelled~~requirements as of January 1, 2010, except for the disclosures about purchases, sales, ~~related~~issuances ~~shares~~and settlements in the ~~fourth~~Level ~~quarter~~3 ofreconciliation, ~~2009~~which will be effective for interim and annual periods beginning after December 15, 2010. The adoption ~~Company~~of ~~reduced~~this ~~the~~guidance ~~accrued~~has ~~salaries~~not ofhad ~~the~~and ~~two~~is not expected to have a material ~~officers~~impact byon ~~approximately~~the ~~$585,000~~Company’s financial statements.

~~Conversion~~In February 2010, the FASB issued ASU 2010-09 which requires that an SEC filer, as defined, evaluate subsequent events through the date that the financial statements are issued. The update also removed the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. The adoption of this ~~Debt~~guidance on January 1, 2010 did not have a material effect on the Company’s financial statements.

InNOTE ~~late~~3 ~~2008,~~– ~~in an effort to help re-structure the Company’s balance sheet and bring value to~~MATERIAL the Noteholders, Michael and Alan Jacobs, the former principals of Capital Growth Financial, began providing consulting services to the Company. After extensive discussions regarding the Company’s status and plans, the Capital Growth Equity Fund I LLC, of which the Jacobs are the managing members, and which was the lead investor in the Note offering to the Noteholders, converted its Note into Common Stock of Biofield. Thereafter, the Jacobs, on the Company’s behalf, contacted the Noteholders and encouraged them to also convert. DEVELOPMENTS

~~During~~The March ~~the fourth quarter of 2009~~30, ~~the~~2006 ~~Board~~MKG of Directors of the Company reached an agreement with a number of Noteholders. Under the terms of the Exchange Agreement pursuant to which the Company offered the Noteholders the option of converting their outstanding Notes and all accrued interest into Common Stock at the rate of five shares for every $1.00 face amount of their respective Notes. Acquisition

AsOn aMarch 30, ~~result~~2006, 17MKG ~~Noteholders~~took ~~have~~control ~~signed~~of the ~~Exchange~~Company’s ~~Agreement~~management and ~~the~~operations ~~Company~~as ~~has authorized the~~a ~~issuance~~result of ~~the~~a ~~exchange~~series ~~shares~~of toagreements. The ~~them,~~explicit ~~thereby~~objective ~~reducing~~of the agreements ~~existing~~was ~~debt.~~to Atgive aMKG ~~minimum,~~control ~~a reduction~~of inthe ~~debt~~Company’s ofmanagement, $2board,~~750~~ operations,~~000,~~ ~~based~~and ~~upon~~51% of the ~~share~~Company’s ~~exchange~~common byshares ~~the~~on ~~current~~a ~~responders,~~fully ~~will be~~diluted ~~reflected~~basis. The inchange ~~the~~of ~~Company’s~~control ~~financial~~was ~~statements~~effectuated inby ~~the~~way ~~fourth~~of, ~~quarter~~among ofother things, ~~2009.~~stock ~~Any~~acquisitions, ~~additional~~debt conversion, and board changes. As of ~~conversions~~the byMKG ~~remaining~~Acquisition, ~~Noteholders~~all ~~will~~of bethe ~~added~~Company’s toprior ~~this~~royalty, ~~amount~~distribution, employment, research and ~~reflected~~development, inand ~~the~~consulting ~~appropriate accounting~~agreements ~~period.~~had been or were terminated.

MKG acquired all of the Company’s common shares (8,747,528 shares) owned by the Company’s former chairman and chief executive officer, Dr. David Long and his family and affiliates, pursuant to a Stock Acquisition and Voting Agreement (the “Long Agreement”) and a Stock Acquisition Agreement between MKG and the David and Donna Long Family Foundation (the “Long Foundation Agreement”). In total, MKG acquired approximately 17.49% of all common shares of the Company on a fully diluted basis or approximately 20.6% of all outstanding shares of common stock of the Company issued as of December 31, 2005 and 5,898,495 of those shares were subsequently assigned to James MacKay as MKG’s designee in accordance with the Long Agreement and Long Foundation Agreement.

~~Table~~Under the Long Agreement, MKG agreed to take control of ~~Contents~~the Company’s management and operations, fund the Company, help restructure the Company’s debt, and use its government and industry contacts and relationships in Asia, Europe, and elsewhere to distribute, manufacture, and develop the BDS in foreign markets. Additionally, MKG agreed to give the Longs a royalty equal to 1% of the Company’s net sales worldwide for three years commencing as of March 31, 2006. MKG also entered into a three-year, $60,000 per year consulting agreement with Dr. David Long or his nominee.

~~ITEM~~The Debt 2.Conversion ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION~~

The ~~following~~Long Agreement ~~discussion~~also ~~and~~provided ~~analysis~~for ~~should~~the bereduction ~~read~~of in$2 ~~conjunction~~million ~~with~~of ~~our~~the ~~Financial~~Company’s ~~Statements~~debt owed to Dr. David Long and ~~Notes~~his ~~thereto~~family ~~appearing~~and ~~elsewhere~~affiliates inby way of an assignment of this ~~document.~~debt to MKG and the subsequent conversion of the debt into stock.

~~Certain~~Under ~~statements~~the Long ~~contained~~Agreement, inthe ~~this~~Longs and their affiliates (“~~Management’s~~LFCG”) ~~Discussion~~assigned ~~and~~approximately $2 ~~Analysis~~million of(comprising ~~Financial~~principal ~~Condition~~ and ~~Results~~accrued interest) of ~~Operations”~~the ~~and~~total ~~elsewhere~~debt in(over $4.3 ~~this~~million) ~~report~~owed ~~are~~them ~~forward-looking~~by ~~statements~~the ~~that~~Company ~~involve risks~~to ~~and uncertainties~~MKG. MKG ~~These~~was ~~statements~~entitled ~~relate~~ to designate ~~future~~which ~~events~~portion orof ~~our~~the ~~future~~total ~~financial performance.~~LFCG Indebt ~~some~~to ~~cases,~~assign. The assigned ~~forward-looking~~debt ~~statements~~was ~~can~~to be ~~identified~~converted byinto ~~terminology~~stock ~~such~~of ~~as “may,”~~the ~~“will”,~~Company ~~“should”,~~at ~~“expect”,~~$0.05 ~~“anticipate”,~~per ~~“intend”,~~share (the “~~plan”,~~Converted ~~“believe~~Shares”,). Upon ~~“estimate”~~conversion, ~~“potential”,~~ orMKG ~~“continue”,~~retained ~~the~~a ~~negative~~portion of ~~these~~the Converted ~~terms~~Shares orso ~~other~~that, ~~comparable~~together ~~terminology.~~with ~~These statements~~the ~~involve~~shares aMKG ~~number~~acquired offrom ~~risks~~LFCG and the ~~uncertainties.~~David ~~Actual~~and ~~events~~Donna orLong ~~results~~Family ~~may~~Foundation, ~~differ materially~~MKG ~~from~~would ~~any~~then ~~forward-looking~~hold ~~statement~~51% asof aall ~~result~~the shares of ~~various~~Common ~~factors,~~Stock ~~including~~issued ~~those described~~and ~~above~~outstanding ~~and~~on ina ~~the~~fully-diluted ~~Company’s~~basis. Any ~~last~~shares ~~Form~~remaining ~~10-K~~of ~~for~~the ~~2008~~Converted ~~under~~Shares ~~“Risk~~not ~~Factors”.~~retained Weby ~~have~~MKG nowere to ~~obligation~~be transferred to ~~release~~LFCG, ~~publicly~~provided ~~the~~that ~~result~~LFCG ofagreed ~~any~~to ~~revisions~~deliver a proxy with respect to ~~any~~all ofvoting ~~our~~rights ~~“forward-looking~~associated with those remaining ~~statements”~~shares. In addition, pursuant to ~~reflect~~the ~~events~~Long orAgreement, ~~circumstances~~to the extent that ~~occur~~any ~~after~~other debt owed to LFCG by the ~~date~~Company is converted into shares of Common ~~this~~Stock, ~~Report~~LFCG oragreed to ~~reflect~~ ~~the~~transfer ~~occurrence~~51% of ~~other~~such ~~unanticipated~~shares ~~events~~to MKG.

~~Overview~~On April 3, 2006 MKG made a demand on the Company to effectuate the debt conversion, designating certain portions of the total LFCG debt. Pursuant to the Long Agreement, $499,728 of the assigned debt was authorized to be converted into 9,994,550 pre-reverse stock split common shares and $1,230,000 of the assigned debt into 12,300,000 shares of the voting Preferred stock of the Company, with such shares to be issued to James MacKay as MKG’s designee. Mr. MacKay is the principal of MKG and is Chairman of the Board of the Company. All remaining portions of the assigned debt, classified on the balance sheet as notes payable and not converted (e.g., $270,273), were retained by MKG and are entitled to be converted at a later time. On July 31, 2008, the Board of Directors reviewed all of the Company’s prospective and contingent obligations to issue Common Stock and approved the issuance of 19,006,840 shares of Common Stock to James MacKay on July 31, 2008 to complete the debt conversion pursuant to the Long Agreement. The 19,006,840 shares of Common Stock were believed by the Board of Directors to provide Mr. Mackay with 51% of the outstanding equity after giving effect to all of the Company’s prospective and contingent obligations to issue Common Stock. As a result, the Long Debt was converted into a total of 19,006,840 shares of Common Stock (split adjusted) and 12,300,000 shares of voting Preferred Stock, which are convertible into 2,460,000 shares of Common Stock and carry 2,460,000 votes. The preferred shares were deemed to be issued during 2007 and the 9,994,550 pre-reverse stock split common shares authorized to be converted were considered to be issuable as of December 31, 2007.

~~Biofield~~On ~~Corp. is a development-stage medical technology company which has developed an advanced~~March ~~medical~~4, ~~device~~2009, ~~and~~The ~~associated~~Company ~~diagnostic~~issued ~~system (the Biofield Diagnostic System or “BDS”) to assist in detecting breast cancer~~3,693,333 ~~has~~shares ~~secured~~of ~~exclusive~~common ~~marketing~~stock ~~rights~~upon toconversion ~~products for treatment~~ of ~~oral and genital herpes and a diagnostic test for cervical cancer~~$422,000 ~~and~~of ~~seeks to secure marketing rights for other complimentary products~~debt.

InOn March ~~of 2006, MacKay Group Limited (“MKG”) acquired control of the Company. Prior to the date~~ ~~MKG acquired control of the Company~~31, the Company was focused on securing approval of the BDS from the U.S. Food and Drug Administration (“U.S. FDA”). These efforts were unsuccessful and led to MKG’s acquisition of control of the Company. Under MKG2010, ~~the~~The Company has ~~focused on developing markets outside the United States with significant populations of women~~17, ~~where MKG has significant industry and government relationships~~672,922 ~~where~~shares ~~the~~of ~~need~~common ~~for~~stock ~~the~~issuable ~~BDS appears compelling, and where the~~for ~~regulatory~~conversion ~~hurdles are not as burdensome. These markets include China (including Hong Kong and Macau), India, the Philippines, Indonesia, Malaysia, and other parts~~ of ~~Asia. The Company also intends to develop markets in Mexico~~$3, ~~Latin America~~534,584 ~~the Caribbean, Africa, Europe, and the Middle East. As the Company’s resources permit, the Company will seek U.S. FDA approval~~ of ~~the BDS~~debt. The Company believes its strategy of developing foreign markets will provide additional clinical data and research and development (including as it may pertain to screening and other cancers) which will facilitate its efforts to secure U.S. FDA approval.

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

InOn July 27, 2007, the Company ~~moved~~signed ~~its~~a ~~facilities~~master license agreement (the “Agreement”) with MKG. Pursuant to the Agreement, ~~inventory~~the ~~and~~Company ~~operations~~granted ~~from~~to ~~Alpharetta~~MKG an exclusive (even to the Company), ~~Georgia~~sub licensable, royalty-bearing, worldwide license to make, have ~~King~~made, ofuse, ~~Prussia~~import, ~~Pennsylvania~~offer for sale, and ~~transferred~~sell devices, sensors and ~~reorganized~~other ~~voluminous~~products or ~~amounts~~services ofincorporating ~~clinical~~the Company’s patented and unpatented breast cancer ~~technological~~detection ~~data~~technology, ~~and~~including, ~~financial~~but ~~records~~not limited to, ~~resumed~~the ~~filing~~BDS ~~annual~~device, ~~and~~the Biofield ~~quarterly~~Breast ~~reports~~Cancer ~~with~~Proliferation Detection System, the Breast Cancer ~~Securities~~Diagnostic Device, and ~~Exchange~~the ~~Commission~~Biofield Breast Examination or BBESM (collectively, the “~~SEC~~Technology”). The ~~and~~Company ~~brought~~also ~~all~~granted ofMKG, ~~its~~on ~~filings~~a worldwide ~~current~~basis, ~~converted~~the Exclusive Distribution, Manufacturing, Development, ~~approximately~~Clinical, ~~$2 million~~and ofresearch and development rights (as those terms are defined in the Agreement) ~~Company’s~~with ~~debt~~regard to ~~equity~~the ~~stock~~Technology. Under the Agreement, MKG assumes from the Company the sole responsibility and ~~began~~expense ato ~~number~~market, ofmanufacture, ~~foreign~~further ~~market~~develop ~~initiatives~~(clinically ~~which~~and ~~are~~technically), ~~discussed~~and inotherwise ~~Item 6~~commercialize ofthe Technology. MKG further assumes from the Company’s ~~Form~~the ~~10-KSB~~sole ~~for~~responsibility ~~fiscal~~and expense ~~year~~to secure additional regulatory approvals and to conduct additional ~~ending~~clinical ~~December 31,~~trials ~~2007~~and ~~filed~~research ~~April 15,~~and ~~2008~~development.

In ~~2008,~~return for the ~~Company~~exclusive ~~recommitted~~worldwide ~~its~~license, ~~efforts~~MKG towill ~~secure~~pay CEthe ~~mark~~Company ~~certification~~royalties ~~for~~based ~~BDS, recruited a~~on ~~new~~gross ~~management~~receipts ~~team,~~received ~~opened~~by anMKG ~~office~~and inits ~~Hong~~affiliates ~~Kong,~~ in ~~conjunction~~connection with the ~~Company’s controlling~~ ~~stockholder,~~Technology. MKG, ~~opened~~must apay ~~sales~~minimum ~~office~~royalties. inIn ~~Bangalore,~~addition ~~India~~to royalties, ~~moved~~MKG ~~its~~will pay USthe ~~offices~~Company ~~from~~licensing ~~King~~fees ~~of Prussia,~~based ~~Pennsylvania~~upon tocertain ~~Philadelphia,~~milestones. ~~Pennsylvania,~~The ~~and~~term ~~embarked~~of onthe Agreement ais ~~strategy~~10 toyears ~~assemble~~with ~~a portfolio~~automatic ofrenewals ~~medical~~for ~~technology~~additional ~~products~~10-year ~~that~~terms unless ~~can~~terminated beby ~~distributed~~one ~~using~~of the ~~same~~parties ~~sales~~pursuant ~~channels~~to the ~~Company~~ ~~intends~~terms toof ~~use to market~~ the ~~BDS.~~ Agreement.

9NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

~~Table~~Property, plant and equipment at March 31, 2010 and December 31, 2010 consisted of ~~Contents~~the following:

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

	March 31,		December 31,
	2010		2009
Furniture and Office equipment	$	61,686	$	61,686
Plant and production equipment		144,308		144,308
		205,994		205,994
Less: Accumulated depreciation		202,520		202,172
	$	3,4,74	$	3,822

~~LIQUIDITY~~Depreciation ~~AND~~expenses ~~CAPITAL~~for ~~RESOURCES~~the three months ended march 31, 2010 and 2009 was $347, respectively.

WeNOTE ~~have~~5 ~~financed~~- ~~our~~PATENT ~~operations~~AND ~~since~~PATENT ~~inception almost entirely by the issuance of our securities,~~APPLICATION interest income on the then unutilized proceeds from these issuances and with loans made directly, or guaranteed and collateralized, by Dr. David Long and certain of his affiliates (until the MKG Acquisition) and by MKG (after the MKG Acquisition). COSTS

AtIn December ~~September 30~~2005, ~~2009,~~during wethe ~~had~~Company’s aannual ~~working~~review ~~capital~~of ~~deficiency~~the carrying values of patents $9and trademarks,~~226~~ management determined that,~~046~~ due to increased uncertainty in obtaining FDA’s approval to sell the Company’s device in the United States, the recoverability of the carrying values of Patents and Trade Marks was in doubt. Management was unable to determine and project future undiscounted cash flows for these assets with reasonable accuracy due to the uncertainties. Consequently, the Company recorded an impairment charge of $194,268 for the full carrying value of these assets as a component of operating expenses in the statement of operations as a separate line item.

~~Our~~There ~~assets~~was no ~~totaled~~amortization ~~$4,169~~expense atfor ~~September 30~~patents for the quarter ended March 31, ~~2009~~2010. Amortization ~~There~~expense ~~were~~from noinception ~~cash~~through ~~and~~December ~~cash~~31, ~~equivalents~~2009, atwas ~~September 30~~$486, ~~2009~~860.

~~Operating~~NOTE ~~Activities~~ 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

~~During~~Accounts ~~the~~payable ~~nine~~and ~~months~~accrued ~~ended~~expenses ~~September 30, 2009, we had a net loss of $635,463, compared to~~at ~~$9,324,887~~March ~~for the nine months ended September 30~~31, ~~2008,~~2010 aand ~~decrease~~December ~~of $8~~31,~~689,424~~ ~~or 93.2%. During the nine months ended September 30,~~ 2009, ~~our~~consisted ~~net cash used in operating activities was $423,799, compared to $348,535 for the nine months ended September 30, 2008, an increase~~ of ~~$75,264 or 21.6%. The increase was primarily due to a decrease in net loss of $8,689,424 for~~ the ~~nine months ended~~ ~~September 30, 2009, compared the same period in 2008, offset by a decrease in noncash compensation of $8,667,010 for the nine months ended September 30, 2009.~~ following:

During the nine months ended September 30, 2009 and 2008, we had depreciation and amortization in connection with operating activities of $1,042.

	March 31,		December 31,
	2010		2009
Accounts payable	$	97,959	$	1,439,620
Accrued interest		1,331,885		1,272,678
Accrued expenses		880,821		926,658
Other		-		14,659
	$	2,310,665	$	3,653,615

~~Investing~~As ~~Activities~~of March 31, 2010, management determined that certain balances in accounts payable and debt were unclaimed for more than five years and therefore, the Company had written down old payables and debt in the amount of $1,914,950 as other income considering the fact that these balances were no longer payable to third parties through a resolution of the board of directors (see also note 9).

~~There~~NOTE ~~were~~7 no– ~~investing~~DUE ~~activities ended September 30, 2009 and September 30, 2008.~~TO AFFILIATE

~~Financing~~At ~~Activities~~March 31, 2010, the company converted debt owed to affiliates to common shares issuable (see Note 3). As of December 31, 2009 the Company had recorded $329,686, for amounts due to affiliates.

AsNOTE of8 ~~September 30,~~– ~~2009,~~ADVANCES ~~The Company had a cash overdraft of $14,659. There were no cash~~FROM overdrafts for the same period in 2008. We had proceeds from issuance of common stock subscription of $110,000 for the nine months ended September 30, 2009, there were no cash proceeds from issuance of common stock subscription for the same period in 2008. We had proceeds from issuance of common stock of $70,000 for the nine months ended September 30, 2009, there were no cash proceeds from issuance of common stock for the same period in 2008. During the nine months ended September 30, 2009, we had no proceeds from issuance of notes payable compared to $96,265 for the nine months ended September 30, 2008. During the nine months ended September 30, 2009, we had no proceeds from borrowings on line of credit compared to $76,740 for the nine months ended September 30, 2008. Proceeds from advances from stockholders and related party was $178,423 for the nine months ended September 30, 2009 compared to $162,202 for the same period in 2008. STOCKHOLDER

~~While~~At weMarch 31, ~~have~~2010, ~~raised capital to meet our working capital and financing needs in~~ the ~~past, additional~~company ~~financing~~converted isdebt ~~required~~owed into ~~order~~affiliates to ~~meet~~common ~~our current and projected cash flow deficits from~~shares ~~operations~~issuable ~~and~~(see ~~development~~Note 3). WeAs ~~are seeking financing in the form~~ of ~~equity~~December in31, ~~order~~2009 ~~to provide~~ the ~~necessary~~ ~~working~~Company ~~capital.~~had ~~We are currently~~recorded ~~working~~$2,616,871, ~~on commitments~~ for ~~financing.~~advances ~~There~~from ~~is no guarantee that we will be successful in raising the funds required~~stockholder.

10The Company’s operations from 2002 to the March 30, 2006 MKG Acquisition were primarily funded through advances, among other funding vehicles, by its then majority shareholder, chairman, and chief executive officer, Dr. David Long, and his family and affiliates LFCG. As of December 31, 2005, the Company’s overall debt to LFCG was approximately $4,425,853, of which $3,488,816 was recorded as advances from stockholder.

~~Table~~On March 30, 2006, to induce MKG to take control of ~~Contents~~the Company and to effectuate the transfer to MKG of 51% of the Company’s stock on a fully diluted basis, LFCG agreed to assign MKG approximately $2 million of the total debt owed to it by the Company (the “Assigned Debt”). Under the MKG-LFCG Agreement, the Assigned Debt was to be converted into stock of the Company at a conversion rate commensurate to $0.05 per common share. On April 3, 2006, MKG made a demand on the Company to effectuate the debt conversion.

ByNOTE ~~adjusting~~9 ~~its~~– ~~operations and development to the level of capitalization, management believes it~~NOTES has sufficient capital resources to meet projected cash flow deficits through the next twelve months. However, if we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition. PAYABLE

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

~~RESULTS~~During 2006, OFthe ~~OPERATIONS~~Company issued notes totaling $110,000 for past due obligations. These notes bear interest at 18% through the maximum amount allowed by law. For the year ended December 31, 2009 and 2008, $23,400 of interest, respectively, was recorded in accrued interest. These notes were due at various dates during 2007 and 2008 and are in default. The Company continued to work with the holders of these notes to resolve the defaults up until December 31, 2009. As of March 31, 2010, these notes including accrued interest has been written down and recorded as other income in the accompanying statements of operations (see note 6).

~~Comparison of the three month period ended September 30, 2009 with the three month period ended~~Notes ~~September 30,~~Payable ~~2008.~~ to Stockholder

~~There~~At ~~were~~March 31, no2010, ~~sales~~the company has converted $3,534,584 of debt owed to stockholder to 17,672,922 common shares issuable (see Note 3). As of December 31, 2009 the Company had a balances in advances from stockholder in the ~~three~~amount of $2,616,871 ~~months~~(see ~~ended~~note ~~September 30~~8). In 2002, ~~2009~~the Company issued a 10% promissory convertible note in the principal amount of $450,000 to a stockholder. The note, with accrued unpaid interest, has no maturity date and ~~2008~~is convertible at the option of the holder into subscriptions of common stock at a rate of $0.40 per share. The balance under this note was included in advances from stockholder of $2,616,871 as described above.

~~The total operating expenses for the three months ended September~~ ~~30, 2009 and 2008 were $26,348~~Notes ~~and~~Payable ~~$8,637,305~~for ~~respectively,~~Private ~~representing a decrease of $8,610,957 or 99.7%. This decrease is due primarily to expenses related to new management in 2008.~~ Placements

WeOver ~~did~~the course ~~not~~of ~~incur~~time, ~~any~~the ~~research~~Company sold various private placements in various increments of units of debt and ~~development~~common ~~expenses~~stock orto ~~impairment~~related and other third parties. These notes payable, as of March 31, 2010, were converted to ~~intangible~~common shares ~~assets~~(see Note 3) or treated as additional paid-in capital pursuant to the ~~fiscal~~terms ~~quarters~~of ~~ending~~FASB ~~September 30~~ASC 470-50 (“Debt – Modifications and Extinguishments), as applicable, and at December 31, 2009 the debt totaled $2,491,790. Interest accrues at either 12% or 18%, depending upon the date of placement of note and ~~2008~~has been recorded in accrued interest. The notes for these private placements were due on various dates and the Company is currently in default. Until the notes issued under the private placements are repaid, the holders of the notes have the right to participate in any offering by the Company of its equity securities (including convertible debt) by using the notes (and accrued interest thereon) to acquire such equity securities at a 25% discount from the offering price (and if the offering is of convertible debt to acquire such debt at face with a conversion feature at a 25% discount).

~~Interest~~NOTE ~~expense~~11 ~~for~~– ~~the~~LINE ~~three months ended September 30, 2009 and 2008 were $149,891 and $130,962,~~OF ~~representing an increase of $18,929 or 14.5%. The increase is a direct result of increased debt in the second quarter of 2009.~~ CREDIT

AsOn January a5, ~~result~~2007 MKG agreed to advance additional funds to the Company under a line of credit. Under the ~~foregoing~~line of credit, wemonies ~~incurred~~advanced by MKG would bear 12% simple annual interest. There was no maturity date. MKG had the option to convert the principal and accrued interest into stock at a ~~net~~share ~~loss~~price equal to the lesser of: ~~$176,239~~(a) ~~for~~the 70% of the share ~~three~~price ~~months~~at ~~ended~~the close of the market as of receipt of funds; or (b) the terms ~~September 30,~~extended ~~2009,~~by ~~compared~~the Company to a funder making a total equity investment of at least US $81 million or in connection with a merger/acquisition or change in control. In 2007,~~768~~ MKG advanced the Company approximately $342,~~267~~000. At ~~for~~March 31, 2010 the ~~three~~balance ~~months~~under ~~ended~~this ~~September 30~~line of credit plus accrued interest was treated as additional paid-in capital, ~~2008~~pursuant to the terms of FASB ASC 470-50 (“Debt – Modifications and Extinguishments”), by a ~~decrease~~board ofresolution; $8and at December 31,~~592,028,~~ or2009 ~~98.0%.~~the balance of this line of credit was $418,920.

~~Comparison~~NOTE of12 ~~the~~– ~~nine month period ended September 30, 2009 with the nine month period ended~~STOCKHOLDERS’ ~~September 30, 2008.~~ EQUITY

~~There were no sales in the nine months ended September 30, 2009. We incurred $8,172 in costs~~Treasury ~~related to sales that did not materialize in the nine months ended September 30, 2008.~~ Stock

~~The~~In December ~~total~~1998, ~~operating expenses for~~ the ~~nine~~Company ~~months~~repurchased ~~ended September 30~~2,246,131 ~~2009~~shares ~~and~~of ~~September 30,~~Common ~~2008 were~~Stock for $~~185,789~~100. ~~and~~In ~~$8,898,838~~June ~~respectively~~2000, ~~representing~~the aCompany ~~decrease~~repurchased ~~of $8~~60,~~713,049~~000 orshares ~~98.0%.~~of ~~This decrease~~Common isStock ~~due~~for $3,000 ~~primarily~~from toan ~~consultant’s~~executive ~~expenses~~who ~~in 2008~~resigned. The ~~Total~~Company ~~operating~~holds ~~expenses~~all ~~for~~of these ~~nine~~shares ~~months~~in ~~were~~its ~~related~~treasury. There toare ~~selling,~~no ~~general~~changes ~~and~~as ~~administrative~~of ~~expenses.~~March 31, 2010.

~~Interest~~Options Issued ~~expense~~ for ~~the~~Consulting nine months ended September 30, 2009 and September 30, 2008 were $449,674 and $417,965, representing an increase of $31,797 or 7.6%. The increase is a direct result of increased debt in the nine months ended September 30, 2009. Fees

AsThe Company aissued ~~result~~1.2 ofmillion ~~the~~options ~~foregoing,~~based weupon ~~incurred~~the afair ~~net~~value ~~loss~~ of service render at $~~635~~47,~~463~~512 for ~~the~~consulting ~~nine~~fees ~~months~~recognized ~~ended~~in operating results for the year ~~September 30,~~ended ~~2009~~December 31, ~~compared~~2006. toThese options have an exercise price of $90.04 per share and expire on February 23,~~324,887~~ ~~for~~2011. During the ~~nine~~three months ended ~~September 30,~~March ~~2008~~31, ~~a decrease~~2010 ofand $8fiscal year ended December 31,~~689,424,~~ or2009 ~~93.2%.~~there were no options issued or exercised.

~~OFF-BALANCE~~Shares Due ~~SHEET~~for ~~ARRANGEMENTS~~ Interest Accrued on Advances From Stockholder

~~None~~Interest on certain advances from stockholder are payable in common stock issuable. At March 31, 2010, stock issuable of common stock have been reserved for issuance in payment of the then principal and accrued interest of $3,534,584 was added to additional paid-in capital and stock issuable, pending the issuance of 17,672,922 shares of common stock.

11NOTE 13 - INCOME TAXES

~~Table~~The Company has not made provision for income taxes in the years ended December 31, 2009 and prior, since the Company has the benefit of ~~Contents~~net operating losses carried forward in these periods.

~~ITEM~~Due 3.to ~~QUANTITATIVE~~uncertainties ~~AND~~surrounding ~~QUALITATIVE~~the Company’s ~~DISCLOSURES~~ability ~~ABOUT~~to ~~MARKET~~generate ~~RISK~~future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax asset as of December 31, 2009 and prior to the year 2009.

~~Not~~The ~~Applicable~~Company is subject to taxation in the United States and certain state jurisdictions. The Company’s tax years for 2002 and forward are subject to examination by the United States and applicable state tax authorities due to the carry forward of unutilized net operating losses.

~~ITEM~~At 4TMarch 31, 2010, the Company had federal net operating loss carry-forwards totaling approximately $84 million, which will begin expiring in years 2010 through 2029 subject to its eligibility as determined by respective tax regulating authorities. ~~CONTROLS~~. ~~AND~~However, substantial ~~PROCEDURES~~portion of the net operating loss carry forwards are not utilizable, as a result of the limitations imposed by Section 382 of the Internal Revenue Code, due to ownership changes in 1992, 1995, 1997, 1999 and 2006. To the extent that these losses and general business credits are utilizable, they may be offset against future U.S. taxable income, if any, during the carry forward period.

~~Our~~NOTE ~~chief~~14 ~~executive~~– ~~officer~~COMMITMENTS ~~and~~AND ~~chief financial officer (the “Certifying Officers”) are responsible~~CONTINGENCIES for establishing and maintaining disclosure controls and procedures for our company and our subsidiary. Such officers have concluded (based upon his evaluation of these controls and procedures as of the end of the period covered by this report) that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in this report is accumulated and communicated to management, including our principal executive officers as appropriate, to allow timely decisions regarding required disclosure.

~~The~~As ~~Certifying~~of April ~~Officers~~1, ~~have~~2006, ~~also~~the ~~indicated~~Company ~~that~~moved ~~there~~its ~~were~~corporate noheadquarters ~~significant~~from ~~changes~~Alpharetta, Georgia into ~~our~~1615 ~~internal controls~~Walnut orStreet, ~~other~~3rd ~~factors~~and ~~that~~4th ~~could~~Floors, ~~significantly~~Philadelphia, Pennsylvania. In ~~affect~~June ~~such~~2007, ~~controls~~pursuant ~~subsequent~~ to a three-year lease, the Company ~~date~~relocated all of ~~his~~ ~~evaluation,~~its ~~and~~operations ~~there~~to ~~were~~a nonew ~~corrective~~office ~~actions~~in ~~with~~King ~~regard~~of toPrussia, Pennsylvania. The ~~significant~~monthly ~~deficiencies~~rent ~~and~~for the King of Prussia office is ~~material~~approximately ~~weaknesses~~$4,000, including utilities. As at March 31, 2010 the Company owed the following:

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

	Rent
2010		17,920
Total	$	17,920

~~CHANGES~~In INlight of ~~INTERNAL~~the ~~CONTROL~~Company's ~~OVER~~arrangements ~~FINANCIAL~~with ~~REPORTING~~a certified medical device manufacturing facility to help co-manage the Company's U.S. operations, the Company is working to terminate the King of Prussia office lease with the landlord, which sent a default notice on March 10, 2008, and which after applying the security deposit is effectively owed a balance for the Company's occupancy during April 2008.

AsPursuant the ~~required~~Long ~~by Rule 13a-15(d)~~Agreement, the Company’s ~~Chief~~is ~~Executive~~required ~~Officer and Chief Accounting Officer, also conducted an evaluation of Biofield’s internal controls over financial reporting~~ to ~~determine whether~~pay ~~any~~LFCG ~~changes~~collectively ~~occurred~~a ~~during the fourth fiscal quarter that have materially affected, or are~~1% ~~reasonably~~royalty ~~likely~~with respect to ~~materially~~net ~~affect,~~sales ~~the Company’s internal control over financial reporting. During the preparation~~ of the Company’s ~~financial~~products ~~statements~~worldwide ~~as of and~~ for ~~the year ended December~~three ~~31,~~years ~~2008,~~commencing ~~the~~March ~~Company concluded that the then current system of disclosure controls and procedures needed improvement~~30, ~~partly due to the transition to new management, facilities, and auditors~~2006. As a result of this conclusion, the Company initiated changes in internal control. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

~~Lack~~Pursuant to ofthe ~~Adequate~~March ~~Accounting~~30, ~~Staff~~2006 Consulting Agreement, the Company is required to pay Dr. David Long or his nominees $60,000 per annum in consulting fees for three years commencing March 30, 2006.

~~Due~~The Company tois ~~limitations~~not ina ~~financial~~party ~~and~~to ~~management~~any ~~resources,~~pending ~~the~~legal ~~Company~~proceeding ~~does~~which is not ~~have adequate~~routine ~~accounting~~litigation ~~staff.~~incidental Asto aour ~~result,~~business ~~the~~or ~~Company~~which ~~took~~involves ~~steps~~a toclaim ~~address~~for ~~its understaffed finance and~~damages ~~accounting~~exceeding ~~team~~10% toof ~~correct~~our ~~this~~current ~~material~~assets, ~~weakness.~~nor ~~The~~are ~~Company~~we ~~engaged~~aware anof ~~independent~~any ~~contractor~~current proceeding ~~with~~concerning ~~extensive~~us ~~CFO-level~~that ~~management~~a ~~and~~governmental ~~SEC~~authority ~~reporting~~may ~~experience~~be incontemplating ~~public~~for ~~companies.~~the ~~The Company~~three ~~feels~~months ~~this~~ended ~~addition~~March to31, ~~the~~2010 ~~Company’s finance~~ and ~~accounting~~year ~~team~~ended ~~will~~December ~~improve~~31, ~~the quality of future~~2009, ~~period financial reporting~~respectively.

12The Company has certain lawsuits and claims arising in the ordinary course of its business. In the opinion of the Company, although final disposition of some or all of these suits and claims may impact the Company’s financial statements in a particular period, they should not, in the aggregate, have a material adverse effect on the Company’s financial position.

~~Table~~NOTE of15 ~~Contents~~- ROYALTY AGREEMENT

~~PART~~As ~~II.~~a condition ~~OTHER~~precedent ~~INFORMATION~~to MKG’s agreement to take control of the Company and as was agreed upon and represented by the Company’s prior management and board, all royalty agreements existing as of March 30, 2006, had either expired or had been terminated or were since terminated.

~~Item~~As part of the Long Agreement, LFCG was given a royalty of 1.% ~~Legal~~of ~~Proceedings~~the net sales of the Company’s products worldwide for a three-year period commencing as of March 30, 2006.

AsThe Company ~~result~~entered ofinto ~~the~~a ~~Company’s~~master ~~arrangement~~license agreement with ~~third~~MKG ~~party~~giving toMKG ~~help~~an ~~manage~~exclusive (even to the Company’s), ~~operations~~sub ~~and development~~licensable, ofroyalty-bearing ~~the~~license ~~BDS~~to make, ~~the~~have made, ~~Company~~use, ~~has~~import, ~~forwarded~~offer ~~much~~for ofsale, ~~what~~and ~~was~~sell indevices, ~~its~~sensors, ~~King~~and ofother ~~Prussia~~products or ~~office~~services to incorporating the ~~third party~~Company’s ~~certified~~technology. In ~~manufacturing and regulatory facilities near Atlanta~~return, ~~Georgia, and~~MKG ~~seeks~~agreed to ~~vacate~~pay the ~~King~~Company ofroyalties ~~Prussia~~based ~~office.~~upon ~~The~~a ~~landlord~~gross ofreceipts ~~the~~step ~~Company’s~~scale. ~~King~~MKG was offurther ~~Prussia~~subject ~~office has~~to ~~subsequently~~a ~~filed~~minimum ~~for~~royalty ~~and~~payment ~~obtained~~requirement. aMKG ~~judgment~~also inagreed ~~confession.~~to pay ~~Counsel,~~the ~~for~~Company ~~both~~a ~~sides,~~licensing isfee in ~~discussions~~ toaccordance ~~work~~with ~~out~~certain amilestone requirements. ~~settlement~~The ~~terminating~~term of the ~~lease.~~Master ~~The~~License ~~monthly~~Agreement ~~rent~~ is ~~approximately $3~~10 years,~~500~~ ~~and~~with automatic itrenewals isfor aadditional 3 10-year ~~lease.~~terms, Asunless ofproperly ~~April 10,~~terminated ~~2009,~~in accordance with the ~~Company~~terms ~~had~~and ~~worked~~conditions ~~out~~of ~~all~~the ~~remaining~~Agreement. No changes have been ~~issues~~noted ~~with~~in the ~~Landlord~~terms ~~and~~of ~~final~~this ~~payment~~agreement onas ~~the~~of ~~lease~~March ~~has~~31, ~~been made~~2010.

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

~~The~~On May 21, 2010 the Company ~~filed~~has anentered ~~action~~into ~~seeking~~negotiations awith ~~declaratory~~Mark ~~judgment~~Faupel, ~~and~~Ph.D ~~injunctive~~for the ~~relief~~assignment ~~against~~of ~~William~~the ~~R. Dunavant~~Intellectual inProperties (“IP”) rights relating to the Breast ~~Eastern~~Diagnostic ~~District~~System of(“BDS”) ~~Pennsylvania~~Device. ~~The~~In addition, the Company is ~~seeking~~negotiating with aGuided ~~determination~~Therapeutics, ~~that Company~~Inc. ~~has~~(“GT”), noof ~~obligation~~which toDr. ~~pay~~Faupel is CEO and President, for the ~~remuneration~~re-engineering ~~contemplated~~and byobtaining the ~~consulting~~CE ~~agreement~~Mark ~~with~~for Mrthe technology. The Company ~~Dunavant~~is ~~and~~also ~~injunctive~~negotiating ~~relief~~with toGT ~~prevent~~for Mrthe manufacturing of 100 BDS Devices with the new technology. ~~Dunavant~~ ~~from~~The ~~continuing~~Company tois ~~violate~~optimistic that the process involving the ~~confidentiality~~re-engineering and ~~restrictive~~initial ~~covenants~~manufacturing incan ~~the~~be ~~consulting~~completed ~~agreement.~~within a nine-month time frame.

~~We are not a party to any other pending legal proceeding which is not routine litigation incidental~~ITEM to2. MANAGEMENT’S ~~our~~DISCUSSION ~~business~~AND orANALYSIS ~~which involves a claim for damages exceeding 10% of our current assets, nor are~~OR wePLAN ~~aware~~OF ~~of any current proceeding concerning us that a governmental authority may be contemplating.~~ OPERATION

~~Item~~The following ~~1A.~~discussion ~~Risk~~and ~~Factors~~analysis should be read in conjunction with our Financial Statements and Notes thereto appearing elsewhere in this document.

InCertain statements ~~addition~~contained toin ~~other~~this ~~information~~"Management's ~~set~~Discussion ~~forth~~and Analysis of Financial Condition and Results of Operations" and elsewhere in this ~~Report~~report are forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, ~~you~~forward-looking statements can be identified by terminology such as "may," "will", "should", "expect", ~~carefully~~"anticipate", ~~consider~~"intend", "plan", "believe", "estimate", "potential", or "continue", the ~~risk~~negative of these terms or other ~~factors~~comparable ~~previously~~terminology. These ~~disclosed~~statements ininvolve ~~“Item 1A~~a tonumber ~~Part 1”~~of risks and uncertainties. Actual events or results may differ materially from any forward-looking statement as a result of ~~our~~various ~~Annual~~factors, including ~~Report~~those ondescribed above and in the Company’s last Form 10-K for ~~the year~~2009 ~~ended~~under ~~December 31,~~"Risk ~~2008~~Factors". We ~~There~~have ~~were~~ no ~~material~~obligation ~~changes~~to ~~from~~release publicly the result ~~risk~~of ~~factors~~any ~~during~~revisions to any of our "forward-looking statements" to reflect events or circumstances that occur after the ~~three~~date ~~and~~of this Report or to reflect ~~nine~~the ~~months~~occurrence ~~ended~~of ~~September 30,~~other ~~2009~~unanticipated events.

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

~~None~~Biofield Corp. is a development-stage medical technology company which has developed an advanced medical device and associated diagnostic system (the Biofield Diagnostic System or “BDS”) to assist in detecting breast cancer, has secured exclusive marketing rights to products for treatment of oral and genital herpes and a diagnostic test for cervical cancer, and seeks to secure marketing rights for other complimentary products.

~~Item~~In 3March of 2006, MacKay Group Limited (“MKG”) acquired control of the Company. Prior ~~Defaults~~to ~~Upon~~the ~~Senior~~date ~~Securities~~MKG acquired control of the Company, the Company was focused on securing approval of the BDS from the U.S. Food and Drug Administration (“U.S. FDA”). These efforts were unsuccessful and led to MKG’s acquisition of control of the Company. Under MKG, the Company has focused on developing markets outside the United States with significant populations of women, where MKG has significant industry and government relationships, where the need for the BDS appears compelling, and where the regulatory hurdles are not as burdensome. These markets include China (including Hong Kong and Macau), India, the Philippines, Indonesia, Malaysia, and other parts of Asia. The Company also intends to develop markets in Mexico, Latin America, the Caribbean, Africa, Europe, and the Middle East. As the Company’s resources permit, the Company will seek U.S. FDA approval of the BDS. The Company believes its strategy of developing foreign markets will provide additional clinical data and research and development (including as it may pertain to screening and other cancers) which will facilitate its efforts to secure U.S. FDA approval.

~~None~~Most of 2006 was consumed in connection with the series of transactions which resulted in acquiring control of the Company. Unless indicated otherwise below, any material events in 2006 related to events, which predated 2006 and the MKG acquisition, and which were reported in detail in the Company’s prior SEC’s filings including its Form 10-KSB for fiscal year ending December 31, 2005 filed May 30, 2006

~~Item~~In 4.2007, the ~~Submission~~Company moved its facilities, inventory and operations from Alpharetta, Georgia to King of ~~Matters~~Prussia, Pennsylvania and transferred and reorganized voluminous amounts of clinical and technological data and financial records, resumed filing annual and quarterly reports with the Securities and Exchange Commission (“SEC”) and brought all of its filings current, converted approximately $2 million of the Company’s debt to equity stock, and began a number ~~Vote~~of foreign market initiatives which are discussed in Item 6 of ~~Security~~the Company’s ~~Holders~~Form 10-KSB for fiscal year ending December 31, 2007 filed April 15, 2008.

NoIn ~~matter~~2008, the ~~was~~Company ~~submitted~~recommitted its efforts to secure CE mark certification for BDS, recruited a ~~vote~~new ofmanagement ~~our~~team, ~~securities~~opened ~~holders~~an ~~during~~office in Hong Kong, in conjunction with the ~~fiscal~~Company’s ~~quarter~~controlling ~~ended~~stockholder, MKG, opened a sales office in ~~September 30~~Bangalore, ~~2009.~~India, moved its US offices from King of Prussia, Pennsylvania to Philadelphia, Pennsylvania, and embarked on a strategy to assemble a portfolio of medical technology products that can be distributed using the same sales channels the Company intends to use to market the BDS.

13In furtherance of its strategy to develop revenue while pursuing the CE mark for BDS, the Company obtained exclusive, worldwide distribution rights from NeuroMed Devices, Inc. for NeuroMed’s OraCalm device, for oral herpes, and Vira Calm device, for genital herpes. In early 2009, the Company obtained exclusive, worldwide distribution rights (excluding Belgium) from Valibio, SA for ValiRx plc’s Human Papilloma Virus (HPV) diagnostic test for cervical cancer, ValioRx’s Hypergenomics™ and Nucleosomics™ cancer diagnostics products, and any other cancer diagnostic products developed during the term of the Distribution Agreement The Company expects to begin marketing the OraCalm device, for oral herpes, via direct web based/internet marketing, retail, wholesale and through physicians and hospitals in 2009.

~~Table~~LIQUIDITY AND ofCAPITAL ~~Contents~~RESOURCES

~~Item~~We 5have financed our operations since inception almost entirely by the issuance of our securities, interest income on the then unutilized proceeds from these issuances and with loans made directly, or guaranteed and collateralized, by Dr. ~~Other~~David Long ~~information~~and certain of his affiliates (until the MKG Acquisition) and by MKG (after the MKG Acquisition).

OnAt March 15 31, ~~2009~~2010, ~~Mr. Shepard~~we ~~Bentley,~~had ~~Mr. Steve~~a ~~Waszak~~working ~~and~~capital ~~Dr. Shiva~~deficiency ~~Sharareh advised the Company’s board~~ of ~~directors of their intention to resign. Notwithstanding~~$2,310,665 noand ~~signed resignations~~accumulated ~~were~~deficit ~~submitted by either~~ of ~~the~~$84,480,801, ~~aforementioned officers~~respectively.

~~Subsequently, Messrs. Bentley and Waszak continued to assist the Company with regards to its SEC~~Our ~~filings~~assets ~~and~~totaled ~~certain~~$3,474 ~~other~~at ~~matters. The Company believes that such persons intended to finalize their resignations following the filing of the Company’s quarterly report on Form 10-Q for the period ended~~ March 31, ~~2009~~2010. asThere ~~filed with~~were ~~the~~no ~~Securities~~cash and ~~Exchange~~cash ~~Commission~~equivalents at onMarch ~~May 15~~31, ~~2009~~2010.

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

~~Item~~During the three months ended March 31, 2010, we had a net income of $1.6 million, compared to $277,469 for the three months ended March 31, 2009, an increase of $1.9 ~~Exhibits~~million or 684.8%. This increase was mainly attributable to write down of old payables and ~~Reports~~the onthird ~~Form~~parties ~~8-K~~debt in the amount of approximately $1.9 million during the three months ended March 31, 2010. During the three months ended March 31, 2010, there were no cash utilized in used in operating activities, compared to $109,229 for the three months ended March 31, 2009, a decrease of $109,229 or 100%. The decrease in 2010 was primarily due to a decrease in accounts payable and accrued liabilities of approximately $1.3 million as compared to an increase of $167,893 for the same period in 2009, and write down of third parties debt in the amount of $304,851as other income in 2010.

~~Exhibits~~During the three months ended March 31, 2010 and 2009, we had depreciation and amortization in connection with operating activities of $347, respectively.

31.				Rule 13a-14(a)/15d-14(a) Certifications
				*31.1 Certification of David Bruce Hong Chief Executive Officer
				*31.2 Certification of David Bruce Hong Chief Financial Officer
32.				Section 1350 Certifications
				*32.1 Certification of Bruce Hong Chief Executive Officer
				*32.2 Certification of Bruce Hong Chief Financial Officer

Investing Activities

14There were no investing activities in the three months ended March 31, 2010 and 2009.

~~Table of Contents~~Financing Activities

~~SIGNATURES~~There were no financing activities in the three months ended March 31, 2010. During the three months ended March 31, 2009, we had net cash provided by financing activities of $109,229, primarily from proceeds from issuance of common stock of $110,000 partially offset by a repayment of capitalized lease obligation of $771.

InWhile ~~accordance~~we have ~~with~~raised ~~the~~capital ~~requirements~~to ofmeet ~~the~~our ~~Exchange~~working ~~Act,~~capital and financing needs in the ~~registrant~~past, additional ~~caused~~financing ~~this~~is ~~report~~required in order to bemeet our current and projected cash ~~signed~~flow ondeficits ~~its~~from ~~behalf~~operations byand development. We are seeking financing in the form ~~undersigned,~~of ~~there~~equity ~~unto~~in ~~duly~~order ~~authorized~~to provide the necessary working capital. We are currently working on commitments for financing. There is no guarantee that we will be successful in raising the funds required.

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

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

15The independent auditors report, on our December 31, 2009 financial statements, states that our recurring losses raise substantial doubts about our ability to continue as a going concern.

RESULTS OF OPERATIONS

Comparison of the three month period ended March 31, 2010 with the three month period ended March 31, 2009.

In the fiscal quarter ended March 31, 2010 and 2009, there were no sales and we did not incur any cost of sales.

The total operating expenses for the three months ended March 31, 2010 and March 31, 2009 were $109,647 and 127,578 respectively, thus representing a decrease of $17,931 or 14.1%. This decrease is due primarily to less travel expenses in the three months ended March 31, 2010.

We did not incur any research and development expenses in the fiscal quarters ending March 31, 2010 and 2009.

Interest expense for the three months ended March 31, 2010 and March 31, 2009, were $157,850 and $149,891, respectively; representing an increase of $7,959 or 5.3%. The increase is a direct result of increased debt in the first quarter of 2010. However, this expense will reduce from the second quarter of 2010 due to substantial conversion of debt from stockholders, and their affiliates and related parties in to equity during the first quarter of 2010.

For the three months ended March 31, 2010 there were write downs of old payables and third parties debt of $1,914,950, included in the statements of operations as other income. There were no write down of payables in the same period in 2009.

As a result of the foregoing, we incurred a net income of $1,647,453 for the three months ended March 31, 2010 compared to a loss of $277,469 for the three months ended March 31, 2009, an increase of $1,924,922, or 693.74%.

OFF-BALANCE SHEET ARRANGEMENTS

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES

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

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

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As required by Rule 13a-15(d), the Company's Chief Executive Officer and Chief Accounting Officer, also conducted an evaluation of Biofield's internal controls over financial reporting to determine whether any changes occurred during the first quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. During the preparation of the Company's financial statements as of and for the year ended December 31, 2009, the Company concluded that the then current system of disclosure controls and procedures needed improvement, partly due to the transition to new management, facilities, and auditors. As a result of this conclusion, the Company initiated changes in internal control. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

Lack of Adequate Accounting Staff

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

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

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

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

Item 1A. RISK FACTORS

In addition to other information set forth in this Report, you should carefully consider the risk factors previously disclosed in “Item 1A to Part 1” of our Annual Report on Form 10-K for the year ended December 31, 2009. There were no material changes from the risk factors during the three months ended March 31, 2010.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4.

Reserved

Item 5. Other information

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

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

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

Item 6. Exhibits and Reports on Form 8-K

Exhibits

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

*31.1 Certification of David Bruce Hong Chief Executive Officer

*31.2 Certification of David Bruce Hong Chief Financial Officer

32. Section 1350 Certifications

*32.1 Certification of Bruce Hong Chief Executive Officer

*32.2 Certification of Bruce Hong Chief Financial Officer

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: May 24, 2010	By:	/s/ David Bruce Hong
		David Bruce Hong
		Chief Executive Officer


		/s/ David Bruce Hong
		David Bruce Hong Chief Accounting Officer

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