UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

~~[X]~~ þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2008~~2009

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

For the transition period from ________ to ________

Commission file number 000-27848

BIOFIELD CORP.

(Exact name of registrant as specified in its charter)

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)

1615 Walnut Street, 3 rd Floor, Philadelphia, PA		19102
(Address of principal executive offices)		(Zip Code)

(215) 972-1717

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: none

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ~~[ ]~~ o No [ ]þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(a) of the Act. Yes ~~[ ]~~ o No [ ]þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the ~~registrant~~ registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[ ]~~ þ No [ ]o

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted ~~pursuant~~electronically toand ~~Item 405~~posted ofon ~~Regulation~~its ~~S-K~~corporate isWeb ~~not~~site, ~~contained~~if ~~herein~~any, ~~and~~every ~~will~~Interactive ~~not~~Data beFile ~~contained,~~required to ~~the best~~be ofsubmitted ~~registrant’s~~and ~~knowledge,~~posted inpursuant ~~definitive~~to ~~proxy~~Rule 405 orof ~~information~~Regulation S-T ~~statements~~during the ~~incorporated~~preceding by12 months ~~reference~~(or infor ~~Part~~such ~~III~~shorter ofperiod ~~this~~that ~~Form~~the ~~10-K~~registrant orwas required ~~any~~to ~~amendment~~submit toand ~~this Form~~post ~~10-K~~such files). [ ]Yes [o ]No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [o ] Accelerated Filer [o ] Non-Accelerated Filer [o ] Smaller Reporting Company ~~[ ]~~þ

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the average closing price of the registrant’s common stock on December 31, ~~2008~~2009 was approximately $~~867~~1,~~773~~622, 348, based on a closing price ($0.~~035~~04), as reported by the Pink Sheet Electronic OTC Markets.

The number of outstanding shares of the registrant’s common stock on March 23 31, ~~2009~~ 2010 was 2840,~~486~~558,~~833~~699 shares of Common Stock and 12,300,000 shares of Series A Preferred Stock.

PART I

ITEM 1. BUSINESS.

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

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

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

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 in 2009.

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

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.

The BDS Technology

Based on clinical trial results to date involving over 3,000 patients, the BDS has demonstrated the following benefits:

· It is noninvasive; · It is radiation-free; · It is compression-free; · It produces objective results within 20 minutes without the need for interpretation by a radiologist;

· ItThe device is ~~radiation~~portable and can be transported via mobile van units; · The BDS test can be performed in a physician’s office or other similar location by a medical technician with a few days training; · It has performed better in certain respects than other existing breast cancer detection technologies. Clinical trials to date have demonstrated advantages of the BDS in (1) detecting more malignant tumors, especially smaller cancers missed by other detection technologies; (2) reducing the number of equivocal decisions; (3) reducing the number of false positives; and (4) reducing the number of certain expensive follow-~~free~~up diagnostic tests, such as surgical biopsies, ultrasounds and diagnostic mammograms; and

· It is compression-free;

· It produces objective results within 20 minutes without the need for interpretation by a radiologist;

· The device is portable and can be transported via mobile van units;

· The BDS test can be performed in a physician’s office or other similar location by a medical technician with a few days training;

· It has performed better in certain respects than other existing breast cancer detection technologies. Clinical trials to date have demonstrated advantages of the BDS in (1) detecting more malignant tumors, especially smaller cancers missed by other detection technologies; (2) reducing the number of equivocal decisions; (3) reducing the number of false positives; and (4) reducing the number of certain expensive follow-up diagnostic tests, such as surgical biopsies, ultrasounds and diagnostic mammograms; and

The estimated cost of the BDS is expected to be significantly less than the cost of purchasing, installing, operating and interpreting the results from diagnostic x-ray mammography or other diagnostic imaging equipment.

At a simplistic level, the BDS detects and analyzes electrical potential cell changes associated with the development of epithelial cancers, such as breast cancer, using a non-invasive and objective test taking less than 20 minutes, which helps a physician determine the probability that a previously identified lesion is malignant or benign and whether the lesion should be removed by biopsy or whether other action should be taken. Epithelial cancers are related to the outside layer of cells that cover all the free, open surfaces of the body including the skin, and mucous membranes that communicate with the outside of the body, and include cancer of the breast, ovaries, skin, prostate and colon.

Epithelial cancers are characterized by small changes in the electrical charge of the affected tissue. These changes, when they occur, result in a depolarization of the charge distribution found in normal epithelial tissue which lines many solid organs, including the stomach, colon, prostate, endometrium, lung and breast. This depolarization appears to be progressive as cell transformation and carcinogensis occur, and is measurable at the skin surface.

The BDS employs single-use sensors of our own design, which are arranged on the skin surface in and around the quadrant of the breast where a suspicious lesion has been identified and in corresponding locations on the asymptomatic breast. Sensor readings are taken and analyzed using a pre-programmed algorithm to measure differentials which may exist between test points. The higher the BDS' output, the greater the probability that the patient has cancer in the area examined. The physician can use this information, together with other available clinical information, to determine the appropriate course of action.

The current version of the BDS is intended to be used as an adjunct to physical examination or relevant imaging modalities to provide physicians and patients with immediate and objective information about the probability that a previously identified lesion is malignant or benign, without regard to the size, weight or volume of the lesion. The device currently is intended for palpable breast lesions in women under 55 years of age. We believe that the BDS, together with other available clinical information, could reduce diagnostic uncertainty and decrease the number of diagnostic procedures, including surgical biopsies, performed on suspicious breast lesions. In clinical studies, the BDS performed statistically better in the clinically difficult subgroup of women 55 years of age and younger, for whom certain diagnostic imaging modalities, such as mammography and ultrasound, are generally considered less effective.

We previously conducted clinical trials involving leading medical institutions and breast cancer specialists and over 3,000 participants in the United States, Europe and Asia. The participants were women with suspicious breast lesions, detected either by x-ray mammography screening or a physical examination (self or by physician). Women who participated in our clinical trials had undergone diagnostic work-ups, which often included a series of tests, before proceeding to biopsy. In each of our studies, the results obtained were then compared to the biopsy results. Based on our clinical studies to date, and although our device cannot determine the presence of breast cancer in all cases, we believe that our device, together with other available information, could reduce diagnostic uncertainty and decrease the number of diagnostic procedures, including surgical biopsies performed on suspicious lesions.

Based on our clinical experience with the BDS for testing women that have symptoms of breast cancer (often referred to as symptomatic women) and our belief that the electrophysiological characteristics of cancer are similar for both lesions that can be felt in a physical examination (palpable) and those lesions that cannot be felt in a physical examination (non-palpable), we believe that our technology should be adaptable for breast cancer screening in women who have not demonstrated any symptoms of breast cancer (often referred to as asymptomatic women). Based on this belief, current management is working with leading experts, institutions, and/or agencies in China and other parts of Asia and the U.S. on the development, including the possibility of joint U.S.-Asian clinical trials, of a prototype design of an enhanced version of our device, which may be of use as a screening system. The enhanced version of our device would contain additional data channels to allow for more sensors to surround the breast or other area where a lesion is present and an algorithm to better analyze the data received. Current management is also working on developing new sensors and sensor configuration for the proposed screening device.

We believe that the need exists for products to provide early and accurate detection of types of epithelial cancers other than breast cancer. Our previous preclinical research had been designed to obtain additional scientific knowledge of the fundamentals underlying our core technology and to identify new applications based on our technology for the detection of other cancers, including cancer of the ovaries, skin, prostate and colon. Current management is proceeding to work with leading experts, institutions, and/or agencies in China and other parts of Asia and the U.S. on the development, including joint clinical trials, of the BDS for cancers other than breast cancer.

For more information the BDS and its history, development, clinical trials, and limitations, see the Company’s prior SEC filings, published studies, and website, including the more detailed discussion on the BDS in the Company’s Form 10-KSB for the year ended December 31, 2005 filed May 30, 2006.

The State of Breast Cancer Globally

The description about breast cancer and current detection technologies contained in the Company’s Form 10-KSB for the year ended December 31, 2005 filed May 30, 2006, has not changed materially. As reported in, among other publications, the October 15, 2007 edition of Time Magazine, breast cancer is the most common and lethal form of cancer for women in the world. According to the World Health Organization, more than 1.2 million cases are identified worldwide each year, and about 500,000 new and existing patients will die from the disease. In the U.S., breast cancer will be diagnosed in 1 in 8 women. A woman’s chance of developing breast cancer during her lifetime is about 1 out of 7 or 13.4 percent. According to studies, the chance that breast cancer will be the cause for a woman’s death is 1 in 33 or three percent.

Once considered a malady, which was perceived to have mostly afflicted white, affluent women in the industrialized hubs of North America and Western Europe, today breast cancer is spreading around the world. Asia, Africa, Eastern Europe, and Latin America have all seen their caseload spike. By 2020, 70% of all breast cancer cases worldwide will be in developing countries. As reported in the Time article, below are the incidence rate in 2002 of breast cancer cases per 100,000 people in countries other than the U.S. and Western Europe:

Country	Incidence Rate per 100,000 people1	Total Population
China	18.7		1,321,222,000
India	19.1		1,169,016,000
Indonesia	26.1		231,627,000
Mexico	26.4		106,535,000
The Philippines	46.6		88,706,300
Japan	32.7		127,750,000
South Africa	35.0		48,577,000
Malaysia	30.8		27,329,000

1Source: Time Magazine, October 15, 2007, Special Report-Global Breast Cancer, A Disease Breaks Free, pp. 38-39, (citing International Agency for Research on Cancer, Danish Cancer Society, National Cancer Institute, and other sources).

However, as the reach of the disease is expanding, the reach of detection and treatment is not. For a women battling breast cancer in the industrialized West, new diagnosis and treatment options are more available, accessible, and affordable. This is not so elsewhere. In the U.S., an estimated $8.1 billion is spent to diagnose and treat breast cancer each year, and the ubiquity of mammography machines, clinics and specialists show what that money can buy. Other parts of the world are not as fortunate.

Sources suggest several factors why women outside the U.S. and Western Europe are not benefiting from early detection. Some women in other parts of the world just do not know much about breast cancer, much less options such as mammography. If they know, there are cultural perceptions about motherhood or femininity in certain parts of the world, which discourage women to seek medical help. The specter of surgical biopsies or other invasive or painful modalities and the likelihood of false positives are other factors which may discourage women from seeking medical help. Of course, money is a problem as is availability and accessibility to facilities with mammography or other detection modalities. Mammography and other current detection modalities are expensive to purchase, operate, and interpret. In certain instances, they require specialized facilities and personnel. In many areas, mammograms are limited to major medical centers, many of which are simply not available or accessible to women outside the United States and Western Europe. Whatever the factors, the unfortunate consequence is that the percentage of cancers caught at an early stage in certain countries overseas is too low. Thus, early awareness and detection are even more compelling in areas of the world outside North America and Western Europe.

The Company under MKG is working with government representatives in China, the Philippines, and elsewhere to adopt broad-based early awareness and detection initiatives and campaigns to develop demand for the Company’s BDS and other products.

Recent studies have also raised concerns about the effectiveness in certain circumstances of mammography, which ever since the 1980s has long been considered the gold standard for detecting breast tumors. A 2007 study in the New England Journal of Medicine (NEJM) concluded that a highly promoted and widely used computerized system for examining mammograms is leading to less accuracy, not more. According to the study, this type of mammography not only failed to detect more cancers, it led to more false alarms that resulted in additional testing and biopsies for spots on mammograms that turned out to be harmless. See April 5, 2007 New York Times article, “Study to Detect Breast Cancer,” The NEJM study sparked heated debates about options in addition to mammography. Much of the debate centered about magnetic resonance imaging (MRI). While MRIs can produce a more detailed picture of breast tissue, they are expensive and tend to produce more false positives than mammograms. The New York Times article reported that MRIs would cost healthcare insurers and providers an additional $1 billion per year.

For more information, see the Company’s prior SEC filings, published studies, and website, including the more detailed discussion on breast cancer and current detection modalities in the Company’s Form 10-KSB for the year ended December 31, 2005 filed May 30, 2006.

Company History

The March 30, 2006 MKG Acquisition

On March 30, 2006, MKG acquired a controlling interest in the Company as a result of a series of agreements detailed in and attached to the Company’s April 6, 2006 Form 8-K.

In connection with MKG’s acquisition of control of the Company, all of the Company’s prior royalty, distribution, employment, research and development, and consulting agreements were terminated and directors John Stephens and Dr. Raymond Long , resigned from the Board of Directors and James ~~MacKay~~ MacKay and Michael Yom were elected to the Board. MacKay became chairman and Yom president. Dr. David Long remained a board member until his death in April 2006.

The Debt Conversion

In connection with MKG acquisition of a controlling interest in the Company, MKG acquired approximately $2 million of the Company’s indebtedness. On January 17, 2008, the Company issued 9,994,550 shares of common stock and 12,300,000 shares of Series A Preferred Stock to complete the debt conversion contemplated by the agreements detailed in and attached to the Company’s April 6, 2006 Form 8-K. Each share of Series A Preferred Stock entitles the holder thereto to two (2) votes. The debt conversion occurred as follows:

Amount of Converted Debt	~~Shares of Capital Stock Issued upon the Conversion~~	~~Conversion Price per Share~~	Shares of Capital Stock Issued upon the Conversion	Conversion Price per Share
$ 499,727.50	9,994,550 shares of common stock, par value $0.001/share	$0.05/share
$	499,727.50		9,994,550 shares of common stock, par value $0.001/share	$	0.05/share
$1,230,000.00	12,300,000 shares of Series A Preferred Stock, par value $0.001/share	$0.10/share
$	1,230,000.00		12,300,000 shares of Series A Preferred Stock, par value $0.001/share	$	0.10/share

As a result of the issuance of common stock and voting preferred stock pursuant to the debt conversion, the transfer of stock by LFCG to MKG pursuant to the Long Agreement, and MKG’s assignment to Mr. MacKay (including 5,898,495 shares), Mr. MacKay became the holder of shares of the Company's capital stock entitling him to approximately 51.96% of all of the votes entitled to be cast by stockholders of the Company on a fully-diluted basis For more details on the terms of the Series A Preferred Stock, see the Company’s Form 8-K filed January 23, 2008.

Government Regulation

Unless indicated otherwise below, there were no material events or developments in ~~2008~~2009 related to government regulation, manufacturing, marketing and sales, patents and proprietary information, licenses and other agreements, research & development, competition, employees, and risk factors from the sections relating to those subjects in the Company prior SEC’s filings including its ~~Form~~Amended Form 10-~~KSB~~ K for fiscal year ending December 31, ~~2007~~2008 filed ~~April~~February 1501, ~~2008~~ 2010.

The Company has refocused its energies to distributing the BDS in foreign markets . The Company plans to reinitiate efforts to obtain U.S. FDA approval of the BDS when sufficient resources are available. The Company believes that the government and industry relationships, the possible significant clinical data and research and development, and revenues it secures abroad will advance efforts to secure U.S. FDA approval.

With its new management team, the Company also resumed work to obtain CE mark certification for the BDS.

Manufacturing

Under prior management, the BDS device and sensors were manufactured in the U.S. The company which prior management engaged to design the prototype of the BDS device has manufacturing facilities in Ireland. In addition to these options, the Company under MKG is working with technical, manufacturing, and regulatory experts to manufacture the new prototype device and the sensors overseas, including China and Mexico. The Company is also considering other FDA-certified manufacturing facilities in the U.S., which manufacture similar non-invasive technology.

Licenses and Other Agreements

As of March 30, 2006, the date of the MKG Acquisition, all licensing, royalty, distribution, and employment agreements had been terminated or were terminated. This was a condition precedent to the MKG Acquisition. Under the Long Agreement, 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.

Marketing and Sales

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. The Company has also 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.

Employees

In September 2008, Michael Antonoplos resigned as a director and as the Company’s chief executive officer, chief accounting officer and secretary, although Michael Antonoplos continues to serve the Company as a consultant. In September 2008, David Bruce Hong ~~was~~serves ~~appointed~~as toour ~~the~~sole ~~Board~~employee ~~of Directors~~ and ~~hired~~ asis ~~the~~our ~~President of the Company, Shepard G. Bentley, was hired as the~~ Chief Executive Officer, ~~Steven M. Waszak, was hired as the~~ and Chief Financial ~~Officer,~~ ~~and Shiva Sharareh, PhD, was hired as the Chief Technology~~ Officer.

ITEM 1A. RISK FACTORS

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

The Company has never established adequate sources of operating revenue and had incurred net operating losses since our inception. At December 31, ~~2008~~2009, we had an accumulated deficit of approximately $8586.21 million. These losses have resulted principally from costs incurred in research and development and clinical trials and from general and administrative costs associated with our operations. We expect operating losses to continue, mainly due to the anticipated expenses associated with the pre-market approval process and proposed commercialization of our device, research and development and marketing activities and administration costs. Our continuing losses have caused our independent accountants to qualify their audit report regarding our use of "going concern" basis of accounting in preparation of our ~~2008~~2009 consolidated financial statements. Although the Company, under MKG, is now focused on distributing the BDS and complementary products overseas relying on MKG’s foreign government, industry, and distribution relationships, there can be no reasonable assurances, however, that such efforts will be to establish predictable and scalable sources of revenue.

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

Since 1998, our lack of financial resources has caused us to delay payment of our obligations as they became due in the ordinary course of our business. Such delays have damaged some of our vendor and professional relationships, and have caused us to incur additional expenses in the payment of late charges and penalties. As of December 31, ~~2008~~2009, we had a working capital deficiency of approximately $109.04 million and accounts payable, primarily to service providers and vendors, aggregating approximately $1.4 million, substantially all of which are past due. These amounts have increased since December 31, ~~2007~~2008.

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

Our continued losses and operational plan require us to secure substantial equity financing to continue in business. As a result of our weak financial position, lack of operating history, and inherent risk, the cost of obtaining new finance will continue to be very high, and if arrangements involve issuance of shares, the future dilution could be significant. There can be no reasonable assurances that equity financing, if available, can be obtained when needed or on terms favorable to the Company or the existing holders of our equity securities.

We Have a Limited Operating History

We have had a limited history of operations. Since inception in October 1987, we have engaged principally in the development of our device, which has not been approved for sale in the United States, and recently in securing distribution rights for complimentary products. Consequently, we have little experience in manufacturing, marketing and selling our products and no meaningful history upon which you can evaluate the likelihood of our ultimate success. There can be no reasonable assurances, the Company will be successful.

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

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

We May Never be Able to Bring Our Device to Market or Sustain Its Sales After Regulatory Approval

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

· We may not be able to obtain United States regulatory approval. Obtaining regulatory approval may take significantly more time and cost significantly more money than anticipated. Lack of United States regulatory approval has significantly affected our ability to sell our device outside of the United States. · We may not be able to produce our device in commercial quantities at reasonable cost.

· We may not be able to ~~produce~~successfully market our device or find an appropriate corporate partner, if necessary, to assist us in ~~commercial~~the ~~quantities~~marketing of our device. Our device may not gain satisfactory market acceptance. Our device may be superseded by another product commercialized for the same use or may infringe patents issued to others, which would prevent us from marketing and selling our device. · After approval, our device may be recalled or withdrawn at ~~reasonable~~any ~~cost~~time as a result of regulatory issues, including those concerning safety and efficacy.

· We may not be able to successfully market our device or find an appropriate corporate partner, if necessary, to assist us in the marketing of our device. Our device may not gain satisfactory market acceptance. Our device may be superseded by another product commercialized for the same use or may infringe patents issued to others, which would prevent us from marketing and selling our device.

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

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

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

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

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

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

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

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

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

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

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

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

A Failure of Our Contract Manufacturers to Comply with FDA Regulations Would Impact on Our Ability to Sell Our Device

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

If Foreign Regulatory Approvals are Withdrawn, Our Business Will Suffer

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

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

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

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

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

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

Certain Foreign Governments May Not Give Reimbursement Code for Our Device

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

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

As a small medical technology company, we are heavily dependent upon the talents of key personnel. Due to lack of funding, we are unable to pay current salaries, and thus retention of employees is a difficult. We use services of some of the ex-employees as consultants when we have the cash and if they are available to perform the required services. Competition for qualified personnel in the medical device and biotechnology industries is intense and we do not know if we will be successful in our recruitment efforts. If we are unable to attract, and then retain, qualified personnel, our operations will be significantly adversely affected.

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

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

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

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

Our Device May be Rendered Obsolete by Rapid Technological Changes

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

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

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

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

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

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

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

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

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

Our Device May Infringe Third Party Intellectual Property Rights

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

Our Stock Price has Been Volatile

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

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

MKG owns a majority of the outstanding voting securities and can determine the election of our directors, and as a result, our policies and the outcome of all important matters that are subject to the vote of our stockholders. This concentration of ownership, among other things, also may increase our difficulty in raising necessary financing.

We Lack Independent Directors

We cannot assure you that our Board of Directors will have any independent directors In the absence of a majority of independent directors, our Board of Directors could establish policies and enter into transactions without independent review. This presents the potential for a conflict of interest between MKG, management, and our stockholders, and may increase our difficulty in raising necessary financing. In addition, we cannot establish an audit committee or compensation committee without independent directors, which could prohibit us from listing our shares of common stock for trading on a recognized national securities exchange or on any electronic exchange regulated by NASDAQ. MKG, intends to restructure the Company’s board of directors in the future to bring recruit independent directors to preserve or prepare for future potential listing opportunities. There can be no reasonable assurances that such efforts will be successful.

We Have Issued 12,300,000 shares of Preferred Stock

The Company issued 12,300,000 shares of voting preferred stock of the Company to Mr. MacKay to consummate the conversion of the Converted Debt. Each share of voting preferred stock entitles the holder thereto to two (2) votes. For a description of the Series A Preferred Stock, see the Company’s Form 8-K filed January 23, 2008.

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

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

We Do Not Expect that We Will Pay Dividends

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

If We Fail to Remain Current on Our Reporting Requirements, We Could be Removed from the OTC Bulletin Board, We Could be Investigated by the SEC or We Could Incur Liability to Our Shareholders.

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

Our Common Stock is Subject to the "Penny Stock" Rules of the SEC and the Trading Market in Our ~~Securities~~Securiti es is Limited, Which Makes Transactions in Our Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

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

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

· and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

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

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

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

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

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

· that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

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

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

Stock Issued by the Company is Subject to Rule 144 of the Securities Act of 1933

Stock issued by the Company is subject to Rule 144 of the Securities Act of 1933 and the restrictions therein.

In addition to the above risk factors, see the risk factors set forth in the Company’s Form 10-KSB for fiscal year ending December 31, 2007 filed April 15, 2008. These include risks associated with the political and economic environment, foreign currency exchange and the legal system in foreign countries. The economy of China and other foreign countries differs significantly from the economies of the western industrialized nations in such respects as structure, level of development, growth rate, capital reinvestment, repatriation, resource allocation, self-sufficiency, rate of inflation and balance of payment positions, among others. While certain foreign governments such as China have enacted laws encouraging foreign investment, it remains to be seen how uniformly they will be enforced and interpreted.

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

ITEM 2. PROPERTY.

As of ~~May~~ ~~2007~~July, 2009, the Company moved its corporate headquarters ~~from King of Prussia, Pennsylvania~~ to ~~1615~~175 ~~Walnut Street, 3rd and 4th Floors, Philadelphia,~~Strafford ~~Pennsylvania~~Avenue, ~~following~~Suite ~~the Company’s default under the King of Prussia office lease in March 2008. For 2008~~one, ~~the rent was approximately~~Wayne, ~~$42,000. Until~~ ~~June~~PA ~~2007, the Company subleased space at the Alpharetta facility, and was paying month to month rent, to maintain inventory and clinical, device and other files~~19087. In June 2007, pursuant of a 3-year lease, the Company relocated all of its operations to a new office in King of Prussia, Pennsylvania. The monthly rent for the King of Prussia office was approximately $4,000 including utilities.

ITEM 3. 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 is in process of working out any remaining issue with the Landlord.

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.

1) KOPBC, LP v. BIOFIELD CORPORATION, COURT OF COMMON PLEAS FOR MONTGOMERY COUNTY, NO. 2008-11647

This matter involved a Judgment in favor of KOPBC for certain rent. The Judgment has been completely satisfied and an Order to Mark the Judgment Satisfied was filed of Record on March 4, 2010.

2) KOPBC, LP v. BIOFIELD CORPORATION, COURT OF COMMON PLEAS FOR PHILADELPHIA COUNTY, NO. June Term, 2009, No. 00825

This matter involves a Confession of Judgment in favor of KOPBC for certain rent. The Judgment was filed on June 5, 2009. Based upon case law, the Judgment was improper and KOPBC, LP has no viable claim against Biofield. The Lease was terminated in such a manner as to entitle KOPBC to back rent, but no further rent. The back rent was satisfied as per 1), above. The Confessed Judgment in Philadelphia is not viable because the Lease had terminated, thereby rendering the confession clause a nullity and KOPBC no longer had any basis upon which to confess judgment.

3) BIOFIELD CORP. v. WILLIAM ROGER DUNAVANT, UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA, NO. 08-6044

This matter was a Declaratory Judgment action regarding certain aspects of a Consulting Contract given to Mr. Dunavant and an alleged breach of his fiduciary duties to Biofield. Mr. Dunavant counterclaimed for certain monies which he alleged were due to him. The parties mutually agreed to resolve claims and the case was dismissed upon consent of the parties by Order of Court of November 30, 2009, entered on December 1, 2009.

4) BIOFIELD CORP. v. RICHARD BLUMBERG and MARK FAUPEL and GUIDED THERAPEUTICS, INC., UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA, NO. 2009-6206

This matter was instituted to address, inter alia, alleged tortious interference with contract, breach of contract, conspiracy, breach of fiduciary duty, and misrepresentation.

Biofield has allowed this action to be dismissed as it has entered into good faith negotiations to resolve the issues. Biofield may reinstitute suit if the negotiations are not favorably resolved.

5) Warshaw Burstein Cohen Schlesinger & Kuh, LLP v. Biofield Corp., Court of Common for Philadelphia County, June Term, 2009, No. 02997

This matter involves a foreign judgment entered against Biofield, without valid service of process upon Biofield. The company is aware of the action and is in the process of engaging defense counsel. It is Biofield's position that absent service, the judgment is improper. Moreover, Biofield asserts that if has good defenses to the claim.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

Our common stock, par value $.001 per share, was quoted on the Pink Sheets Electronic Market, Inc. currently; our common stock is listed in the "Pink Sheets" published by Financial Insight Systems, Inc.

The following table sets forth the high and low per share daily closing sales prices for our common stock as reported by the Pink Sheets Electronic Market, Inc for the periods indicated.

YEAR ENDING DECEMBER 31, 2008	High	Low
YEAR ENDING DECEMBER 31, 2009		High		Low
First Quarter	~~0.15~~	~~0.11~~	0.25		0.04
Second Quarter	~~1.60~~	~~1.10~~	0.30		0.10
Third Quarter	~~1.20~~	~~0.30~~	0.29		0.11
Fourth Quarter	~~0.50~~	~~0.04~~	0.12		0.04
YEAR ENDING DECEMBER 31, 2007
YEAR ENDING DECEMBER 31, 2008		High		Low
First Quarter	~~0.20~~	~~0.02~~	0.15		0.11
Second Quarter	~~0.10~~	~~0.06~~	1.60		1.10
Third Quarter	~~0.38~~	~~0.07~~	1.20		0.30
Fourth Quarter	~~0.28~~	~~0.11~~	0.50		0.04

On March 2315, ~~2009~~2010, the closing sale price for our common stock was $0.2002 per share, as reported by the Pink Sheets Electronic Market, Inc.

HOLDERS

As of ~~March~~January 2327, ~~2009~~2010, there were ~~256~~124 holders of record of our common stock, ~~including~~ including Cede & Co., who held 2040,~~207~~558,~~465~~699 shares for an undisclosed number of of beneficial holders.

DIVIDENDS

We have not declared or paid any dividends since our inception, and do not intend to pay any cash dividends in the foreseeable future, although we have not entered into any agreement which restricts our ability to pay dividends. We currently anticipate that we will retain all earnings, if any, for use in the operation and expansion of our business.

TRANSACTIONS INVOLVING UNREGISTERED SECURITIES

As discussed in more detail in the above “debt conversion” section and in the Company’s Form 8-K filed January 23, 2008 and the Form SC 13D filed January 28, 2008, in accordance with the Long Agreement on January 17, 2008, the Company issued 9,994,550 shares of common stock and 12,300,000 shares of Series A Preferred Stock of the Company to James MacKay to consummate the conversion of the Converted Debt. Each share of voting preferred stock entitles the holder thereto to two (2) votes.

Pursuant to employment agreements with David Bruce Hong, Shepard G. Bentley, Steven M. Waszak, and Shiva Sharareh, PhD, the Company has agreed to issue 250,000, 2,500,000, 2,000,000, and 2,000,000 shares of common stock, respectively.

On March 4, 2009, The Company issued and sold 880,000 shares of common stock and issued 2,813,333 shares of common stock upon conversion of $422,000 of debt.

REPURCHASES OF SECURITIES

None.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

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

Certain statements contained in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report are forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, forward-looking statements can be identified by terminology such as "may," "will", "should", "expect", "anticipate", "intend", "plan", "believe", "estimate", "potential", or "continue", the negative of these terms or other comparable terminology. These statements involve a number of risks and uncertainties. Actual events or results may differ materially from any forward-looking statement as a result of various factors, including those described above and in the Company’s last Form 10-KSB for 2006 and 2005 under "Risk Factors". We have no obligation to release publicly the result of any revisions to any of our "forward-looking statements" to reflect events or circumstances that occur after the date of this Report or to reflect the occurrence of other unanticipated events.

THE COMPANY’S FOCUS ON FOREIGN MARKETS UNDER MKG

Prior management’s focus was on securing U.S. FDA approval to distribute the BDS in the U.S. Under MKG, the Company has reoriented its energies towards generating sales in foreign markets with significant populations of women, where MKG has significant industry and government relationships, where the need for the BDS appears compelling, and where the regulatory hurdles are not as burdensome. Included among the foreign markets are China (including Hong Kong, Taiwan and Macau), India, the Philippines, Indonesia, Malaysia, Singapore, Vietnam, and other parts of Asia, Mexico, Latin America, the Caribbean, Africa, Europe, and the Middle East. The initial countries MKG are focusing on account for approximately one half of the world’s female population. As articulated in the October 15, 2007 Time Magazine article, MKG recognized from the outset that breast cancer is no longer an affliction which only concerns certain segments of women in the U.S. and Western Europe but is tragically a global challenge. Given the nature of the BDS, the Company believes that the BDS can play a role to help save lives in foreign countries, which for a variety of reasons may not have the detection technologies present in the U.S. and Western Europe.

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

MKG Initiatives in Foreign Markets

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

To help ongoing strategic initiatives in Asia, the Company and MKG opened an office in Hong Kong in April 2008. The office oversees and is responsible for our ongoing demonstrations and our sales, regulatory, and other strategic initiatives in Asia, including the People’s Republic of China, Hong Kong, Taiwan, India, the Philippines, Japan, Indonesia, South Korea, Vietnam, Singapore, and Malaysia. The new office is located at 3412, China Merchants Tower, 168-200 Connaught Road, Sheung Wan, Hong Kong. The new office is headed by David Hong, who will head Biofield operations for all of Asia.

China

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

From the middle of 2007 to the first part of 2008, significant discussions occurred in Shanghai, Beijing, Hong Kong, Guangdong Province, Tianjin, Guangxi Province, Taiwan and Macau with leading Chinese healthcare bureaus, officials, medical institutions, and physicians. Successful demonstrations were conducted in Shanghai, Beijing, and Hong Kong. Several Chinese government and hospital representatives also attended the Company’s well received breast cancer symposium in Manila in the fall of 2007. In March-April 2008, an initial demonstration of the BDS was successfully conducted in Shanghai at the facilities of a division of Chinese government organization which is a leading testing center in Shanghai involved with reviewing and bringing new healthcare technologies to China. Additional demonstrations are planned in Shanghai for training, studies and data collection-related purposes. The Company has received significant interest from leading Chinese entities interested in distributing the BDS in China and is evaluating each opportunity. Upon recertification of the CE mark, the Company intends to obtain FDA certification for China. The Company believes that orders for the BDS device and sensors will be placed in China following FDA approval. The Company is working with leading Chinese representatives to secure the governmental authorization to distribute and possibly manufacture the BDS device and sensors in China.

In April-May 2008, demonstrations of the BDS were conducted in Shanghai before Shanghai Jiashen Lifecare Investment Management Company Limited (CareLife) at the Shanghai International Medical Exchange Centre, a division under the Shanghai Municipal Health Bureau (SIMEC), a leading testing center in Shanghai for new medical technologies for China. Patients with known malign and benign tumors were tested; each time BDS accurately identified the nature of the tumor. A follow-up trip was arranged to train doctors and technicians closely related to SIMEC and to begin to collect data for studies in Shanghai, China’s largest city considered the heart of China’s medical community.

As result of the Shanghai demonstrations, MKG has signed a memorandum of understanding (MOU) with Carelife’s appointed agent, China International Medical Exchange Ltd (CIME), to form a joint venture in China with Carelife. Carelife works with the Shanghai Municipal Health Bureau and leading Chinese medical testing centers, insurance companies, financial institutions, businesses (domestic and foreign), hospitals, and doctors to provide healthcare coverage for persons referred by banks and insurance companies in China and is setting up medical centers throughout China. One of Carelife’s focuses is to provide health coverage for cancer. Carelife is also setting up an electronic data collection system to collect critical medical data to help early detection.

The closing documents were executed at the June 16 signing ceremony covered by media in mainland China and Hong Kong for the new Chinese national healthcare JV arranged by James MacKay and MKG --— Worldwide Lifecare Limited (the Carelife JV) --— which will provide Biofield’s Breast Cancer technology and other ~~comprehensive~~ comprehensive medical technology and services in China.

The Carelife JV will open a network across China of medical clinic centers, call centers and data centers for research and development. The first medical clinic center will open in February ~~2009~~200 9 at Carelife’s China Headquarters in Shanghai. Carelife is currently in discussions regarding a possible partnership with China’s National Labor Union which would be funded with an investment by Chinese Government and others of approximately US $363 million to open more than ~~500~~ 500 medical clinic centers across China at different Labor Union centers ~~covering~~ covering 60% of China’s urban population. This national network would be part of China’s national healthcare program to instill best healthcare management practices and to address critical problems related to its aging population. China’s top insurance companies (China Life Insurance and Ping An Insurance) and top bank, China Industrial Commercial Bank, have agreed to refer subscribers, employees, and clients to join the Carelife network ..

The Carelife JV will provide Biofield’s BDS technology, among others, through this national 500+ medical clinic center network. The medical clinic centers will also introduce BDS to hospitals and government-owned medical care units for China’s general population. Carelife’s target diagnostic penetration rate in urban China is 20% - representing at least 25 million diagnoses per year.

Extensive discussions are taking place with the Chinese Ministry of Health and Chinese Food and Drug Administration to form a strategic alliance between them and MKG which would expand the distribution of the BDS device and sensors in China from the 500 Bio Centers to China’s state-owned and military hospitals.

MKG has also signed a Joint Venture and Exclusive Distribution Agreement with Fame Star Investment Limited (FSIL) to form a new JV, the MacKay Medical Group Limited (“MKMG”) for the distribution, testing, and further development of the BDS and other medical technology in Hong Kong and Macau. With FSIL’s strategic relationships within the healthcare community in Hong Kong and Macau, the new JV will work with, and distribute BDS to, leading clinical testing centers, hospitals, and medical institutions in Hong Kong to prepare a medical study and clinical trial for BDS.

India

Since 2007, MKG has had discussions with hospital, medical and distribution representatives from India, including those associated with certain national, regional and municipal government entities and leading hospital systems and distribution networks in India, about the distribution of the BDS in India. Following the successful demonstration of the BDS at the October 24, 2007 major breast cancer detection symposium in Manila, which was attended by leading Indian representatives, there was significant interest from Indian representatives about potential significant orders and about distributing and securing regulatory approval for the BDS in India and other countries in the Indian subcontinent including Nepal and Bangladesh. The Company expects to conclude a distribution arrangement in India in or about the middle of 2009 and to generate purchase orders for 2010.

The Philippines, Indonesia and Malaysia

In 2007, MKG had repeated meetings with, and have conducted demonstrations for, significant government, church, healthcare, and distribution representatives in the Philippines. On March 8, 2007, MKG delivered a BDS device and three cases of sensors to a hospital in the Philippines. The hospital has started to take the unit to the provinces as part of their mobile health systems services. MKG believes that the Filipino Government and the Catholic Church in the Philippines will publicly endorse the BDS as part of national initiatives promoting early detection of breast cancer. In 2007 certain bills were introduced before the Filipino Congress (S.B. No. 78, The Breast Cancer Detection Act of 2007, and S.B. 1815, an Act Creating a Center for Breast Cancer Control and Prevention), which would require local government units to conduct a quarterly breast cancer detection program and would establish the Center for Breast Cancer Control and Prevention.

In October 2007, MKG formed a joint venture with Eastern Petroleum Corporation, one of the leading business and petroleum companies in the Philippines. The joint venture is called the MacKay Eastern Medical Group (“MacKay Eastern”) and will bear the exclusive responsibility and expense to distribute, market, gain regulatory approval for, and further develop the BDS and related technologies in the Philippines, Indonesia and Malaysia. In October 2007, an initial order of 10 devices and 20 cases of sensors was sold and delivered to the joint venture.

On October 24, 2007, the joint venture presented the BDS at a major breast cancer detection symposium in Manila attended by approximately 200 guests, including representatives from 100 of the top hospitals and medical institutions in the Philippines and government and industry representatives from the Philippines, China and India. Following the successful demonstration of the BDS at the October 24, 2007 major breast cancer detection symposium in Manila, discussions are taking place about potential orders for 2009 delivery.

In late 2007 through the middle of 2008, MacKay Eastern began launching and conducting demonstrations and testing of the BDS device and sensors in parts of the Philippines. In December 2007, MacKay Eastern launched the BDS device and sensors in General Santos City. In 2007, it also began working with certain hospitals and clinics in the Philippines. Since late 2007, MacKay Eastern has worked closely with leading national and city representatives regarding government initiatives to provide breast cancer detection for government employees.

The Company anticipates receiving purchase orders for the BDS devices and sensors in 2009, including from representatives associated with national, city, and municipal Filipino government, including the Congress of the Philippines. These potential purchase orders would be associated with the possible enactment of the new breast cancer detection legislation and national initiatives discussed above by the Congress of the Philippines, which believes that the Company and its technology can play a significant role in the national initiatives.

Mexico

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

Continued discussions have taken place with the Mexican representatives who conducted the Mexico City demonstration (as well as with other representatives). Discussions have taken place about sublicensing the BDS for Mexico and Spanish-speaking countries in Latin America, purchase orders for the BDS devices and sensors and securing regulatory approval and establishing manufacturing facilities for the BDS in Mexico. Significant interest has been generated from Mexico. MKG has been discussing sublicense arrangements with certain Mexican representatives who were proceeding to secure the necessary funding to conduct manufacturing, distribution and regulatory approval in Mexico.

The Singapore Sale

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

Other Foreign Markets

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

In November 2008, MKG signed a Joint Venture and Distribution Agreement to form The MacKay Distribution Limited (MKDL) for the European market. MKDL has since been in extreme close negotiations with a major Spanish Medical Distribution Group for Spain and Portugal. Since then, one demo unit was sent to the Spanish company for testing purposes and both entities have agreed to roll out a BDS road show within Spain during mid 2009 after the CE re-certification. Pending CE re-certification, the Company anticipates receiving orders for the BDS devices and sensors in late 2009.

The MKG Master License

As reported in and attached to its Form 8-K filed July 31, 2007, the Company signed a master license agreement (the “Agreement”) with MKG. Pursuant to to the Agreement, the Company granted to MKG an exclusive (even to the Company), sub licensable, royalty-bearing, worldwide license to make, have made, use, import, offer for sale, and sell devices, sensors and other products or services incorporating the Company’s patented and unpatented breast cancer detection technology, including, but not limited to, the BDS, the Biofield Breast Cancer Proliferation Detection System, the Breast Cancer Diagnostic Device, and the Biofield Breast Examination or BBESM (collectively, the “Technology”). The Company also granted MKG, on a worldwide basis, the Exclusive Distribution, Manufacturing, Development, Clinical, and R&D Rights (as those terms are defined in the Agreement) with regard to the Technology. Under the Agreement, MKG assumes from the Company the sole responsibility and expense to market, manufacture, further develop (clinically and technically), and otherwise commercialize the Technology. MKG further assumes from the Company the sole responsibility and expense to secure additional regulatory approvals and to conduct additional clinical trials, as well as research and development. MKG will also make commercially reasonable efforts to, among other things, further develop the Technology for screening, as opposed to purely diagnostic, purposes and for cancers other than breast cancer .

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

MKG and the Company have discussed transferring to the Company a majority interest in the entity that holds the master license agreement. No agreement has been reached pending resolution of the consideration to be paid to MKG and satisfactory resolution of the tax, regulatory and other issues in the U.S. and Asia.

Developments in the U.S.

On September 18, 2008, the board of directors of Biofield Corp., a Delaware corporation ("Biofield") approved the execution of an Exclusive Distribution Agreement with NeuroMed Devices, Inc., ("NeuroMed Devices") a Nevada corporation with principal offices at Oakley, Utah and Laguna Niguel, California, USA.

Under the terms of the Exclusive Distribution Agreement, Biofield obtained exclusive worldwide distribution rights to NeuroMed Devices’ OraCalm (for oral herpes) and ViraCalm (for genital herpes) non-invasive medical devices for the treatment of oral and genital herpes. During the three year term of the Exclusive Distribution Agreement Biofield must meet certain performance minimums in order to retain exclusivity. Biofield believes it will be able to meet these performance minimums and extend the initial term of the Exclusive Distribution Agreement prior to its expiration.

OraCalm and ViraCalm devices employ non-invasive neuromodulation techniques. Neuromodulation is a noninvasive treatment modality in which a unique combination of electrical signals, frequencies and waveforms are transmitted to higher centers in the brain using a patented mechanism. This unique technology encourages the manufacture and secretion of brain neurochemicals using a mechanism that cannot be simulated by drugs or conventional electrotherapy devices.

Invasive Neuromodulation - refers to the surgical implant of electrodes in the brain or elsewhere in the body.

Non-Invasive Neuromodulation - refers to the use of electrodes outside the body with no surgery or implantation of any device within the body.

NeuroMed Devices entered into the Exclusive Distribution Agreement with Biofield because of Biofield’s access to Asian and other worldwide markets to commercialize these two devices once the applicable regulatory approvals have been obtained. NeuroMed Devices’ regulatory path for both devices will be to seek FDA approval. "Over-the-Counter" approvals will also be sought so that a physician's prescription will not be necessary for the purchase of these devices. In addition to U.S. regulatory approvals, NeuroMed Devices plans to seek a CE Mark for Europe, as well as regulatory approvals elsewhere worldwide. Currently, regulatory approvals and intellectual property protection are in progress in Hong Kong and the Peoples Republic of China via several mechanisms including the China Counsel for Promotion of International Trade, the Chinese equivalent of the FDA.

Patents on the technology for both the Oral and Genital Herpes devices, and Method of Treatment, were filed with the United States Patent and Trademark Office in November 2000. The international filing date was November 2001. Patent application No. 6,618,625, "Method and Apparatus for the Treatment of Viral Diseases" was issued on Sept 9, 2003 (Silverstone, 2003). Publication date of the continuance was September. 2004. The European patent # 1359971 was approved on July 2006 and has been issued in FRANCE, GERMANY, ITALY, SPAIN and the UNITED KINGDOM. The AUSTRALIAN patent application, # 2001298007, was issued on May 25, 2007. The INDIAN patent application, No. 624/KOLNP/03, was issued April 2, 2008. NeuroMed Devices awaits results of patent applications elsewhere.

LONG-TERM STRATEGY AND GOALS

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

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

In order to expand revenue generation activities, the Company has secured and intends to explore other opportunities to acquire rights to distribute additional medical products. On September 18, 2008, the Company entered into an Exclusive Distribution Agreement with NeuroMed Devices, Inc. with principal offices at Oakley, Utah and Laguna Niguel, California, USA. Biofield obtained exclusive worldwide distribution rights to NeuroMed Device’s OraCalm (for oral herpes) and ViraCalm (for genital herpes) non-invasive medical devices for the treatment of oral and genital herpes. During the three year term of the Exclusive Distribution Agreement Biofield must meet certain performance minimums in order to retain exclusivity. Biofield believes it will be able to meet these performance minimums and extend the initial term of the Exclusive Distribution Agreement prior to its expiration. OraCalm and ViraCalm devices employ non-invasive neuromodulation techniques. Neuromodulation is a noninvasive treatment modality in which a unique combination of electrical signals, frequencies and waveforms are transmitted to higher centers in the brain using a patented mechanism. This unique technology encourages the manufacture and secretion of brain neurochemicals using a mechanism that cannot be simulated by drugs or conventional electrotherapy devices.

Neuromodulation technology relies on a sophisticated frequency pattern that uses carefully calculated patterns of changing frequencies. The term Neuromodulation is used to describe two very different treatment approaches, one invasive, the other non-invasive. Invasive Neuromodulation - refers to the surgical implant of electrodes in the brain or elsewhere in the body. Non-Invasive Neuromodulation - refers to the use of electrodes outside the body with no surgery or implantation of any device within the body.

NeuroMed Devices entered into the Exclusive Distribution Agreement with the Company because of the Company’s access to Asian and other worldwide markets to commercialize these two devices once the applicable regulatory approvals have been obtained. NeuroMed Devices’ regulatory path for both devices will be to seek FDA approval. "Over-the-Counter" approvals will also be sought so that a physician's prescription will not be necessary for the purchase of these devices. In addition to U.S. regulatory approvals, NeuroMed Devices plans to seek a CE Mark for Europe, as well as regulatory approvals elsewhere worldwide. Currently, regulatory approvals and intellectual property protection are in progress in Hong Kong and the Peoples Republic of China via several mechanisms including the China Counsel for Promotion of International Trade, the Chinese equivalent of the FDA.

LIQUIDITY AND CAPITAL RESOURCES

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

At December 31, ~~2008~~2009, we had a working capital deficiency of approximately $109.05 million, ana ~~increase~~slight decrease of $20.45 million from December 31, ~~2007~~2008. Our cash and ~~cash~~ cash equivalents were $0 at December 31, ~~2008,~~2009 asand ~~compared to $13,328 at December 31, 2007~~2008.

At December 31, ~~2008~~2009 and ~~2007~~2008, we had no value on the balance sheet for the inventory, as a full reserve has been recorded.

During ~~2008~~2009, we had a net loss of approximately $~~11.1 million~~935,000, compared to ~~approximately~~ approximately $111.31million ~~million~~ for ~~2007~~2008, ana ~~increase~~decrease of approximately $910.82 million. The ~~increase~~ decrease was primarily due to the Company’s issuance of $8,667,009 of common stock, in lieu of cash compensation, to Directors and Officers, in efforts to update the design of BDS device and sensors for distribution and manufacture in China, the Philippines and other parts of Asia. ~~During~~in the year ended December 31, 2008. During the year ended December 31 2009, our net cash used in operating activities was approximately $0.5 million, ~~compared~~same ~~to approximately $1.0 million~~ for the year ended December 31, ~~2007, a decrease of approximately $0~~2008.~~5 million. The decrease was primarily due to cost of common stock issued for services, an increase in accounts payable and accrued expenses offset primarily by the net loss.~~

During the year ended December 31, ~~2008~~2009, accounts payable and accrued expenses decreased ~~increased~~ to approximately $23.17 million, from approximately $0.4.5 million at December 31, ~~2007~~2008, ana ~~increase~~ decrease of approximately $10.78 million or ~~425~~ 18%. The ~~increases~~decreases were primarily due toreduction ~~accrued legal expenses~~ of ~~approximately~~general ~~$650,000, as well as accrued~~and ~~compensation~~administrative expenses for ~~management,~~the ofyear ~~approximately~~ended $1December ~~million~~31, 2009.

During the year ended December 31, ~~2008~~2009, we had depreciation and amortization in connection with operating activities of $1,~~390~~389, ~~compared~~same ~~to $816~~ for the year ended December 31, 2008~~, an increase of $574~~.

Cash Flows Activities

During ~~2008~~2009, our operating activities utilized $503,~~308~~484, which included a net loss of $11935,~~091~~301,~~561,~~ offset by ~~the~~a ~~non-cash~~decrease ~~issuance of $8,667,010~~ in ~~common~~accounts ~~stock,~~payable ~~in lieu of cash compensation, to Directors~~ and ~~Officers,~~accrued ~~in efforts to update the design of BDS device and sensors for distribution and manufacture in China, the Philippines and other parts of Asia~~expenses. ~~There were no investing activities during the fiscal year ended December 31, 2008.~~ Our financing activities provided $~~489~~498,~~980~~737. We had proceeds ~~from bank overdraft of $9,912, issuance of~~note ~~notes~~financing ~~payable~~cost of $~~187~~80,~~058,~~839; ~~borrowings~~proceed onfrom ~~line~~common ofstock ~~credit~~subscription of $76110,~~740,~~000 and asproceeds ~~well~~form ~~as advances~~exercise of ~~stockholder~~common ~~and~~stock ~~related parties~~ of $~~216~~70,~~270~~000.

During ~~2007~~2008, our operating activities utilized $~~969~~503,~~487~~308, ofwhich ~~net~~included ~~cash,~~a ~~our~~net ~~investing activities~~loss ~~utilized~~ of $611,~~948~~091,561, ~~and~~offset ~~our~~by ~~financing~~the ~~activities~~non-cash ~~provided~~issuance of $~~987~~8,~~402~~667,010 ofin ~~net~~common stock, in lieu of cash compensation, ~~representing~~to ~~proceeds~~Directors ofand ~~issuance~~Officers, ofin ~~notes~~efforts ~~payable~~to update the design of ~~$66~~BDS device and sensors for distribution and manufacture in China,~~808,~~ ~~proceeds~~the Philippines and other parts of Asia. There were no investing activities during ~~issuance~~the offiscal ~~common~~year ~~stock~~ended ofDecember 31, 2008. Our financing activities provided $~~100~~489,~~000,~~980. We had proceeds from issuance ~~borrowings~~of onnotes ~~line~~payable of ~~credit~~ of $~~342~~187,~~180~~058, ~~proceeds~~borrowings ~~from~~on ~~notes~~line ~~financing~~of ~~costs~~credit of $~~281~~76,~~805~~740, ~~and~~as ~~advances aggregating~~well ~~$196,609~~as ~~from~~advances ~~certain~~ of stockholder ~~his~~and ~~affiliates~~related ~~and~~parties ~~MKG~~of $216, ~~respectively~~270.

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

The independent auditors report on our December 31, ~~2008~~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 Year Ended December 31, ~~2008~~2009 with the Year Ended December 31, ~~2007:~~2008

In fiscal year ended December 31, 2009 and 2008 we had no revenue. ~~Revenue for the same period in 2007 was $109,390.~~

In fiscal year ended December 31, 2009 and 2008 we had no cost of sales. ~~Cost of sales for the same period in 2007 was $19,664.~~

In fiscal year ended December 31, 2009 and 2008 we had no gross profit. ~~Gross profit for the same period in 2007 was $89,726.~~

We did not incur any research and development expenses in ~~2008~~2009 or ~~2007~~ 2008.

Selling, general and administrative expenses ~~increased~~decreased by $910,~~708~~194,~~911~~550 or ~~1,182~~96.8%, to $10335,~~530,286~~736 in ~~2008~~2009, from $~~821~~10,~~375~~530,286 in ~~2007~~2008. The ~~increase~~decrease was largely attributable to $8,667,010 worth of common stock issued, in lieu of cash compensation, to Directors and Officers, in efforts to update the design of BDS device and sensors for distribution and manufacture in China, the Philippines and other parts of Asia, consulting expenses of new management and facilities; consultants and professional expenses, as well as expenses related to travel.

We had net interest expense of $~~561~~599,~~275~~564 in ~~2008~~2009, compared to $~~545~~561,~~223~~275 in ~~2007~~2008, an increase of $1638,~~052~~289, or 26.98%. This increase was the result of accrued interest on higher loan balances in fiscal year ended December 31, ~~2008~~2009, when compared to loan balances for the same period in ~~2007~~2008.

As a result of the foregoing, we incurred a net loss of $11935,~~091,561~~301in in2009compared ~~2008,~~to ~~compared~~a tonet loss of $111,~~276~~091,~~873~~561 in ~~2007~~2008, ana ~~increase~~decrease of $910,~~814~~156,~~689~~260, or ~~769~~ 91.6%.

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

By adjusting its operations and development to the level of capitalization, management believes it has sufficient capital resources to meet projected cash flow deficits through the next 12 months. However, if thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition.

The independent auditors report on our December 31, ~~2008~~2009 financial statements states that our recurring losses raise substantial doubts about our ability to continue as a going concern.

PRODUCT RESEARCH AND DEVELOPMENT

Material research and development expenditures are expected during the next 12 months, as the Company and MKG proceed to distribute and manufacture the BDS overseas, further develop the BDS, and possibly reinitiate efforts before the U.S. FDA. The Company and MKG have engaged and are working with the original inventor of the BDS and his current company to help update the design of the BDS, including the update of certain components of the BDS and for screening purposes, so that the BDS can be distributed and possibly manufactured in Asia. The Company and MKG are also working with its current sensor manufacturer to update the design of the BDS sensors, including for screening purposes. Under the master license agreement with MKG, much of the expenses, with the exception of the efforts before the U.S. FDA, will be borne on MKG or MKG’s sublicensees.

ACQUISITION OR DISPOSITION OF PLANT AND EQUIPMENT

Overseas sales of an updated version of the BDS device and sensors are expected to occur during the next 12 months, including in the Philippines and in China (from the more than 500 Bio Centers are being opened throughout China by MKG and its Chinese partners). We are also working to manufacture more devices and sensors for prospective orders. The acquisition of significant property, plant or equipment is also expected during the next 12 months, as MKG and its sublicensee proceed to distribute and manufacture the BDS device and sensors overseas and are working with the original inventor of the BDS device and his company as well as its current sensor manufacturer to distribute and manufacture the BDS device and sensor in China, the Philippines, and other parts of Asia. Much of the expenses will be borne by MKG as the master licensee or MKG’s sublicensees. MKG is working with the Company to best vend back the master license agreement into the Company to maximize the return to the Company of anticipated sales in China and the Philippines, and attorneys and a leading accounting firm are considering tax, regulatory and other implications in the U.S. and Asia.

NUMBER OF EMPLOYEES

From our inception through the MKG Acquisition on March 30, 2006, we relied on the services of outside consultants and had two full time employees. From the MKG Acquisition to September, 2008, we relied on the services of MKG representatives and outside consultants. In September 2008, David Bruce Hong was appointed to the Board of Directors and hired as the President of the Company, Shepard G. Bentley, was hired as the Chief Executive Officer, Steven M. Waszak, was hired as the Chief Financial Officer, and Shiva Sharareh, PhD, was hired as the Chief Technology Officer. The Company and MKG have engaged and are working with the original inventor of the BDS and his current company to help update the design of the BDS, including the update of certain components of the BDS and for screening purposes, so that the BDS can be distributed and possibly manufactured in Asia. The Company and MKG are also working with its current sensor manufacturer to update the design of the DBS sensors, including for screening purposes.

OFF-BALANCE SHEET ARRANGEMENTS

None.

ITEM 8. FINANCIAL STATEMENTS.

Our consolidated financial statements and the report of Jewett, Schwartz, and Wolfe & Associates are attached to this Annual Report on Form 10-~~KSB~~K beginning on page F-1 and are incorporated herein by reference.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon this review, management concluded that our disclosure controls and procedures are effective.

There have been no significant changes in internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934) that occurred during the fiscal period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-5(f) under the Securities Exchange Act of 1934). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2008, our internal control over financial reporting is effective based on these criteria.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Limitations of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Accounting Officer, does not expect that our disclosure controls or internal control over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, 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 our 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. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, CORPORATE GOVERNANCE .

As of March 31, 2009, our directors and executive officers are:

Name	~~Age~~	~~Positions and Offices~~Age	Positions and Offices
James MacKay	49	~~Director~~49	Director, Chairman of the Board
Dominic Man-Kit Lam	60	Director, Chairman of the Board
David Bruce Hong		60	Chief Executive Officer, Chief Financial Officer
Shepard G. Bentley	47	Chief Executive Officer
David Bruce Hong	38	President, Director
Steven M. Waszak	47	Chief Financial Officer
Shiva Sharareh, PhD	47	Chief Technology Officer

Each of our current directors was appointed to serve as a director by the then existing Board of Directors. Each director serves until the next annual meeting of stockholders and until his respective successor is elected and qualified, or until his earlier resignation or removal. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors for a term ending at the first meeting of our Board of Directors after the next annual meeting of stockholders, or until his earlier resignation.

James MacKay . Mr. MacKay is a global entrepreneur and venture capitalist respected by governments, financiers, businesses and other organizations throughout the world. Mr. MacKay has been involved in a number of significant international projects with other associates. His contacts extend to leading government and industry representatives from France, the United Kingdom, China, Japan, Korea, Thailand, Singapore, India and the Philippines, among other countries. During his career, he has helped fund and operate and/or been otherwise involved in significant ventures worldwide, including, but not limited, to ventures associated with individuals in the musical and entertainment industry; leading hotels and resorts in Europe, the Caribbean, and/or Asia; individuals in the aviation industry; leading technology related to global tracking, homeland/global security, and anti-counterfeiting; port development and initiatives between Asia and the United States; passenger and cargo air traffic servicing parts of Asia and beyond; leading healthcare/medical technology, especially those servicing the Philippines and China; and mining and oil in Asia. Mr. MacKay is chairman of True Product ID, Inc. (OTC: TPDI), chairman of the MacKay Group, Ltd.

24 David Bruce Hong . Mr. Hong served as head of the registrant’s Hong Kong office and as such was in charge of the registrant’s operations for all of Asia. Educated in the United States and England, Hong previously helped oversee distribution, sales and business development for Asian and multinational companies in a variety of diverse industries in the People’s Republic of China, Hong Kong, Macau, Taiwan, Philippines, Thailand, Malaysia, Indonesia, Japan and the United States, serving as CEO, a board member, director for the Asian-Pacific Region, director for business development, and other capacities. He helped oversee distribution, sales, promotions, and business development in the Asian-Pacific Region for such companies as 7-Eleven, KFC, Sands, 3M, Audi, Budweiser, Citibank, J. Walter Thompson, and Nestle, among others. He was also a licensed financial controller within the insurance industry for more than 10 years, and has extensive logistic management experience. Hong is working with significant contacts within the Chinese healthcare industry, including Chinese health and other officials, hospitals, doctors, pharmaceutical and insurance companies to promote and demonstrate Biofield’s technology. Mr. Hong was instrumental in helping to conduct the highly successful demonstration of the BDS in Shanghai which resulted in the endorsement of the BDS by Chinese Government.

Dominic Man-Kit Lam. Dr. Lam’s achievements have been recognized at the highest levels in China and the United States. Dr. Lam (60 years old) received the Presidential Medal of Merit from President Bush who also appointed him to a Presidential Committee in 1989. Dr. Lam obtained his bachelor, masters and doctorate degrees by the age of 22 (Lakehead University, B.S. Mathematics, 1967; University of British Columbia, M.S. Theoretical Physics, 1968; University of Toronto, Ph.D. Medical Biophysics 1970). He studied under two Nobel Laureates at Harvard Medical School (postdoctoral training) before joining the Harvard Faculty at Harvard (assistant professor of physiology) and subsequently at Texas Medical Center in Houston. In 1985, he started the first biotech company in Texas (Houston Biotechnology, Inc.), took it public in 1988 and was widely recognized as the Father of Texas Biotechnology. He was also chairman of the board of directors and chief executive officer of Agristar, Inc., a publicly listed Delaware corporation, until its acquisition by another entity in 1999. In 1989, he was invited to establish the Hong Kong Institute of Biotechnology to help Hong Kong’s high tech development. In 1993, Dr. Lam founded LifeTech Group to develop, manufacture and market the best Eastern and Western healthcare products. Dr. Lam is also a well-known philanthropist who first brought “Project Orbis”, the flying eye hospital, to China in 1982. To pursue his charitable mission, Dr. Lam moved back to Hong Kong in 1999 and founded the World Eye Organization to prevent and treat eye diseases for the poor, initially in China and subsequently around the world. Dr. Lam has authored over 100 research articles, some of them in prestigious journals such as Nature, 6 books published by MIT and holds over 17 U.S. and international patents. In 2001, one of Dr. Lam’s patents entitled “Edible Vaccines” was named by MIT as one of “five patents that will transform business and technology” and by Time Magazine as one of ten most important developments in the 21st century. Dr. Lam has received numerous honors and awards, including honorary professor at the Chinese Academy of Science (1985), the US High Tech Entrepreneur of the Year (1989) and Asian Society Man of the Year (1991). A more detailed CV of Dr. Lam is available at the registrant’s website, www.biofield.com and www.Dominiclam.net.

Shepard G. Bentley, R.A.C. Shepard (“Shep”) Bentley started in industry in 1984 as a Research Technician at the Hospital Corporation of America, Inc. Later in 1988, he joined Kendall-McGaw Laboratories, Inc. in production management for ethical and non-parenteral drugs supporting intravascular medicine. In 1993, he founded and managed Rising Star, Inc. as its CEO for the purpose of producing high quality instrumentation. He sold his business and joined Comarco Wireless Technologies as a director in 1999. In 2001, he formed Medical Quality Systems, providing the life sciences industry with regulatory expertise. Simultaneously, he served as Volcano Therapeutics’ Director of Quality. Shortly after 9/11, Shep was called back to active duty in the Marines. He returned from Iraq in 2003, left active duty in 2004, and retired as a Lieutenant Colonel in 2005. Upon his return, Shep formed Synergy Biomedical, LLC, serving as its President in collaboration with Washington, D.C. – based Synergy, Inc. to provide biomedical regulatory expertise to the device and pharmaceutical industry of Southern California. After the acquisition of Synergy by ICF International, Inc., Shep spun off to form and manage Bentley Biomedical Consulting, LLC, in June 2006. He has also founded Contract Medical Device Services, Inc., serving as its President, to enable prototyping and pre-production of medical product concepts. Shep Bentley obtained his bachelor’s degree from The University of The South, and performed his advanced studies at Johannes Gutenberg University in Mainz, Germany. He is active with the Orange County Technology Alliance Network (OCTANe). Furthermore, he is an active member of the International Society of Quality of Life Research, the Association for the Advancement of Medical Instrumentation, and he holds the Regulatory Affairs Certification (RAC). He maintains a Top Secret security clearance, and speaks a number of languages.

David Bruce Hong. Mr. Hong served as head of the registrant’s Hong Kong office and as such was in charge of the registrant’s operations for all of Asia. Educated in the United States and England, Hong previously helped oversee distribution, sales and business development for Asian and multinational companies in a variety of diverse industries in the People’s Republic of China, Hong Kong, Macau, Taiwan, Philippines, Thailand, Malaysia, Indonesia, Japan and the United States, serving as CEO, a board member, director for the Asian-Pacific Region, director for business development, and other capacities. He helped oversee distribution, sales, promotions, and business development in the Asian-Pacific Region for such companies as 7-Eleven, KFC, Sands, 3M, Audi, Budweiser, Citibank, J. Walter Thompson, and Nestle, among others. He was also a licensed financial controller within the insurance industry for more than 10 years, and has extensive logistic management experience. Hong is working with significant contacts within the Chinese healthcare industry, including Chinese health and other officials, hospitals, doctors, pharmaceutical and insurance companies to promote and demonstrate Biofield’s technology. Mr. Hong was instrumental in helping to conduct the highly successful demonstration of the BDS in Shanghai which resulted in the endorsement of the BDS by Chinese Government.

Steven Waszak. Prior to joining the registrant, Mr. Waszak served as Chief Financial Officer and Chief Operating Officer of Zetera Corporation; Irvine, CA from 2005. Zetera Corporation is a developer of networked storage, for the home, office, and business computing markets. Prior to joining Zetera Corporation, Mr. Waszak was VP Sales Operations, Ciena Corporation, Linthicum, MD during 2004 and 2005. Ciena Corporation is a global supplier of networking communications software and equipment. Prior to joining Ciena Corporation, Mr. Waszak was Chief Financial Officer and Chief Operating Officer, Internet Photonics; Shrewsbury, New Jersey from 2001 until it was sold to Ciena Corporation in 2004. Internet Photonics was a Bell Labs/Lucent spin-off, and a leading supplier of carrier-grade optical Ethernet transport solutions and intelligent wavelength platforms enabling network operators to sell high bandwidth services. Mr. Waszak served on the Board of Directors of SMTEK International; Los Angeles, CA from 2001 – 2004, where he was chairman of audit committee and compensation committee and played a pivotal role in negotiating the company sale to CTS Corporation. Mr. Waszak earned a BS in Accounting from Loyola Marymount University and has attended seminars at Northwestern Kellogg Graduate School of Business and Harvard Business School.

Shiva Sharareh, PhD. Prior to joining the registrant, Dr. Sharareh was founder of Finite Medical Inc., Laguna Niguel, California, from June 2007; Vice President of Product Development & Operations, Neuromed Devices Inc, Laguna Niguel, California, from July 2007; and Vice President of Product Development, Vertech Inc., Laguna Niguel, California, from June 2008. Finite Medical Inc. is a consulting company that focuses in early stage product development and Animal/Clinical Feasibility conformation of electromechanical disposable devices. At Nuromed, Dr. Sharareh developed a conceptual design of oral herpes, genital herpes, and clinical depression devices based on neuromodulation technology. At Vertech, Dr. Sharareh developed a conceptual design and prototype of a therapeutic delivery spinal catheter. From November 2007 until June 2008, Dr. Sharareh was Sr. Director, Device Development at Interface Associates, Inc. of Laguna Niguel, California. Interface Associates helps start up companies bring next generation conceptual ideas to validation stage and market launch. From April 2003 until June 2007, Dr. Sharareh held various positions at Biosense Webster, a Johnson & Johnson Company, Diamond Bar, California. At the time of her resignation, she was Director, Advanced Technology and Clinical Feasibility. Dr. Sharareh holds a PhD from University of British Columbia; a MS in Chemical Engineering, University of New Mexico; and a BS in Chemical Engineering, University of New Mexico, Albuquerque, New Mexico.

No family relationship exists among any of our directors or executive officers. None of our directors would be considered to be independent. We do not have an Audit Committee. Our prior Board of Directors adopted a Code of Ethics, which applies to our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. A copy of our Code of Ethics will be furnished, without charge, to any person upon written request to Michael Antonoplos, the Company’s interim chief executive officer, chief accounting officer and secretary our principal executive offices.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors, executive officers and persons who beneficially own more than ten percent of the Company's Common Stock, to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by the SEC to furnish the Company with copies of all Section 16(a) forms they file.

Based upon a review of the copies of such forms furnished to the Company and written representations from the Company's executive officers and directors, the Company believes that during fiscal year ended December 31, 2008 all Section 16(a) filing requirements applicable to its executive officers, directors and greater than ten percent beneficial owners were complied with on a timely basis, except that David Bruce Hong, Shepard G. Bentley, Steven M. Waszak, and Shiva Sharareh, PhD, failed to timely file Form 3s, was hired as the Chief Technology Officer. The Company will assist in getting all required reports timely filed in the future.

As set forth below in Item 11, there is only one beneficiary owner, James MacKay, the Company’s chairman of the board of directors, who holds 15,893,045 shares of common stock or 29.29% of the Company’s total outstanding common stock, 12,300,000 shares of preferred stock, and approximately 51.96% of all of the votes entitled to be cast by stockholders of the Company on a fully-diluted basis (i.e., counting all outstanding options and warrants on an as-exercised basis). None of the other directors or officers currently holds any stock.

CORPORATE GOVERNANCE

Our board of directors has determined that none of our directors are "independent" as that term is defined by the National Association of Securities Dealers Automated Quotations ("NASDAQ"). See "Lack of Committees" for the NASDAQ definition of "Independent Director."

26The following table shows the overall compensation earned for the 2009 fiscal year with respect to each non-employee and non-executive director as of December 31, 2009.

The following table shows the overall compensation earned for the 2008 fiscal year with respect to each non-employee and non-executive director as of December 31, 2008.

Director Compensation

Name

(a)

Fees Earned

or Paid in

Cash

(b)

Stock Awards

(c)

Option Awards

(d)(1)

Non-Equity Incentive

Plan Compensation

(e)(2)

Change in Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

(f)

All Other

Compensation

(g)(3)

Total

(j)

James MacKay

David Bruce Hong

Director Compensation
Name (a)	Fees Earned or Paid in Cash (b)	Stock Awards (c)	Option Awards (d)(1)	Non-Equity Incentive Plan Compensation (e)(2)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (f)	All Other Compensation (g)(3)	Total (j)
James MacKay	-	-	-	-	-	-	-
Dominic Man-Kit Lam	-	-	-	-	-	-	-
David Bruce Hong	-	-	-	-	-	-	-

(1) Reflects dollar amount expensed by the company during applicable fiscal year for financial statement reporting purposes pursuant to FAS 123R. FAS 123R requires the company to determine the overall value of the options as of the date of grant based upon the Black-Scholes method of valuation, and to then expense that value over the service period over which the options become exercisable (vest). As a general rule, for time-in-service-based options, the company will immediately expense any option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the option. For a description FAS 123 R and the assumptions used in determining the value of the options under the Black-Scholes model of valuation, see the notes to the financial statements included with this Form 10-K.

(2) Excludes awards or earnings reported in preceding columns.

(3) Includes all other compensation not reported in the preceding columns, including (i) perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; (ii) any "gross-ups" or other amounts reimbursed during the fiscal year for the payment of taxes; (iii) discounts from market price with respect to securities purchased from the company except to the extent available generally to all security holders or to all salaried employees; (iv) any amounts paid or accrued in connection with any termination (including without limitation through retirement, resignation, severance or constructive termination, including change of responsibilities) or change in control; (v) contributions to vested and unvested defined contribution plans; (vi) any insurance premiums paid by, or on behalf of, the company relating to life insurance for the benefit of the director; (vii) any consulting fees earned, or paid or payable; (viii) any annual costs of payments and promises of payments pursuant to a director legacy program and similar charitable awards program; and (ix) any dividends or other earnings paid on stock or option awards that are not factored into the grant date fair value required to be reported in a preceding column.

ITEM 11. EXECUTIVE AND OTHER COMPENSATION.

On March 31, 2007, the Company entered into a consulting arrangement with Michael Antonoplos, who later became the Company’s interim chief executive officer, chief accounting officer, and secretary as well as a director. Pursuant to the consulting arrangement, Mr. Antonoplos would receive the following monthly consulting fees:

April 2007	$ 15,000
May 2007	$ 13,000
June 2007	$ 12,000
July to December 2008	$ 10,000

Compensation of Executive Officers

The following table provides certain summary information concerning the compensation paid or accrued by us and our subsidiaries, to or on behalf of our Chief Executive Officer. Other than as set forth in the table, no executive officer’s cash salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the value of restricted shares issued in lieu of cash compensation and certain other compensation, if any, whether paid or deferred:

Name and Principal Position	~~Year~~	~~Salary ($)~~Year	~~Bonus ($)~~	~~Stock~~Salary ~~Awards~~ ($)	~~Option Awards ($)~~	~~Non-Equity Incentive Plan Compensation~~	~~Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)~~	~~All~~Bonus ~~Other Compensation~~ ($)	~~Total ($)~~	Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Michael Antonoplos Former Chief Executive Officer	2008 2007 2006	120,000 100,000 -	- - -	- - -	- - -	- - -	- - -	- - -	120,000 100,000 -
David Bruce Hong, President		2009
Shepard G. Bentley, Chief Executive Officer	2008	87,500	-	8,507	-	-	-	-	96,007
		2008			29,167				-		851		-		-		-		-		30,018
Steven M. Waszak, Chief Financial Officer	2008	72,917	-	6,806	-	-	-	-	79,723
David Bruce Hong, President	2008	29,167	-	851	-	-	-	-	30,018
Shiva Sharareh, PhD	2008	114,167	-	6,806	-	-	-	-	120,973

Outstanding Equity Awards at year end

	~~Option Awards~~	Option Awards				~~Stock Awards~~										Stock Awards
Name and Principal Position	~~Number of Securities Underlying Options (#) Exercisable~~	Number of Securities Underlying Options (#) ~~Unexercisable~~Exercisable	~~Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)~~	~~Option Exercise Price ($)~~	~~Option Expiration Date~~	Number of ~~Shares~~Securities ofUnderlying ~~Units~~Options ~~of Stock that have not Vested~~ (#) Unexercisable	~~Market Value of Shares or Units of Stock that have not Vested ($)~~	~~Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)~~	~~Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)~~	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares of Units of Stock that have not Vested (#)		Market Value of Shares or Units of Stock that have not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)
Michael Antonoplos Former Chief Executive Officer	-	-	-	-	-	-	-	-	-
David Bruce Hong, President			250,000				-				-		-		-		-		-		-		-
Shepard G. Bentley, Chief Executive Officer	2,500,000	-	-	-	-	-	-	-	-
Steven M. Waszak, Chief Financial Officer	2,000,000	-	-	-	-	-	-	-	-
David Bruce Hong, President	250,000	-	-	-	-	-	-	-	-
Shiva Sharareh, PhD	2,000,000	-	-	-	-	-	-	-	-

EMPLOYMENT CONTRACTS

In September 2008, the Company entered into employment agreements with David Bruce Hong, the ~~President~~Chief Executive Officer of the Company. ~~and~~Under athe ~~director~~terms of the Employment Agreement, ~~Shepard~~Hong Gwill serve as our president for a period of three years. ~~Bentley~~During his term of employment, ~~the~~Hong ~~Chief~~will earn a base salary of $8,333.33 ~~Executive~~per ~~Officer~~month for the 1st six months and $10,000 ~~Steven~~per Mmonth thereafter. In addition ~~Waszak~~to base salary, ~~the~~Hong ~~Chief~~may ~~Financial~~be ~~Officer,~~paid an annual bonus as our Compensation Committee determines in its sole discretion. Hong will be entitled to participate in and ~~Shiva~~ be covered under all welfare benefit plans or programs ~~Sharareh,~~maintained ~~PhD~~for executive officers. Hong is also entitled to receive 250,000 restricted shares of the ~~Chief~~registrant’s ~~Technology~~common ~~Officer~~stock..

Under the terms of his Employment Agreement, Bentley will serve as our Chief Executive Officer for a period of three years. During his term of employment, he will earn a base salary of $300,000 per year. In addition to base salary, he may be paid an annual bonus as our Compensation Committee determines in its sole discretion. He will be entitled to participate in and be covered under all welfare benefit plans or programs maintained for executive officers. Bentley is also entitled to receive 2,500,000 restricted shares of the registrant’s common stock.

Under the terms of his Employment Agreement, Waszak will serve as our Chief Financial Officer for a period of three years. During his term of employment, he will earn a base salary of $250,000 per year. In addition to base salary, he may be paid an annual bonus as our Compensation Committee determines in its sole discretion. he will be entitled to participate in and be covered under all welfare benefit plans or programs maintained for executive officers. Waczak is also entitled to receive 2,000,000 restricted shares of the registrant’s common stock.

Under the terms of her Employment Agreement, Dr. Sharareh will serve as our Chief Technology Officer for a period of three years. During her term of employment, she will earn a base salary of $220,000 per year and a one time payment of Fifty Thousand U.S. Dollars ($50,000) payable at ninety days and another one time payment of Fifty Thousand U.S. Dollars ($50,000) payable at one hundred and eighty days, as two equal parts of a deferred signing bonus. In addition to base salary, she may be paid an annual bonus as our Compensation Committee determines in its sole discretion. She will be entitled to participate in and be covered under all welfare benefit plans or programs maintained for executive officers. Dr. Sharareh is also entitled to receive 2,000,000 restricted shares of the registrant’s common stock.

Under the terms of the Employment Agreement, Hong will serve as our president for a period of three years. During his term of employment, Hong will earn a base salary of $8,333.33 per month for the 1st six months and $10,000 per month thereafter. In addition to base salary, Hong may be paid an annual bonus as our Compensation Committee determines in its sole discretion. Hong will be entitled to participate in and be covered under all welfare benefit plans or programs maintained for executive officers. Hong is also entitled to receive 250,000 restricted shares of the registrant’s common stock.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of ~~April~~March 1131, ~~2009~~2010, the number of shares of our common stock beneficially owned by (a) each person or group who is known to us to be the beneficial owner of more than 5% of our outstanding common stock, (b) each of our current directors, (c) each of the persons named in the Summary Compensation Table appearing under Item 10. - "Executive Compensation", and (d) all our directors and executive officers, as a group (six persons). Except as indicated in the footnotes to this table, we believe that the persons named in this table have sole voting and investment power with respect to the shares of our common stock indicated.

and (d) all our directors and executive officers, as a group (six persons). Except as indicated in the footnotes to this table, we believe that the persons named in this table have sole voting and investment power with respect to the shares of our common stock indicated.

Name	Shares Beneficially Owned			Percentage
James MacKay, Director (1)		20,596,144	(2)		50.78	%
David Bruce Hong, President		1,750,000			4.31	%

All Directors and Officers as a group (6 persons)		22,346,144			55.09	%

Name		Shares Beneficially Owned	Percentage
	(1)	The address of all of our directors is 175 Strafford Avenue – Suite One. Wayne, PA 19087
James MacKay, Director (1)		15,893,045 (2)	64%
	(2)	Total common stock equivalents, consisting of 40,558,699 shares of Common Stock and 30,000,000 shares of Series A Preferred Stock. Each Series A Preferred Share has two votes per share and is convertible into two shares of common stock, for approximately 33.80% of all of the votes entitled to be cast by stockholders of the Company.
Dominic Man-Kit Lam, Director		-	-
Michael Antonoplos, Former Chief Executive Officer		-	-
Shepard G. Bentley, Chief Executive Officer		2,500,000	10%
Steven M. Waszak, Chief Financial Officer		2,000,000	8%
David Bruce Hong, President		250,000	1%
Shiva Sharareh, PhD, Chief Technology Officer		2,000,000	8%
All Directors and Officers as a group (6 persons)		22,643,045	91%

(1) The address of all of our directors is 1615 Walnut Street, 3rd Floor, Philadelphia, PA 19102

(2) Total common stock equivalents, consisting of 24,793,500 shares of Common Stock and 12,300,000 shares of Series A Preferred Stock. Each Series A Preferred Share has two votes per share and is convertible into two shares of common stock, for approximately 51.96% of all of the votes entitled to be cast by stockholders of the Company.

CHANGE OF CONTROL

As set forth above, on March 30, 2006, MKG took control of the Company and its management, board, operations, and controlling interest.

As a result of the debt conversion described above and in the Company’s Form 8-K filed January 23, 2008, James MacKay became the holder of shares of the Company’s capital stock entitling him to approximately 51.96% of all of the votes entitled to be cast by stockholders of the Company on a fully-diluted basis (i.e., counting all outstanding options and warrants on an as-exercised basis).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

On July 27, 2007, the Company signed a master license agreement (the “Agreement”) with MKG. Pursuant to the Agreement, the Company granted to MKG an exclusive (even to the Company), sub licensable, royalty-bearing, worldwide license to make, have made, use, import, offer for sale, and sell devices, sensors and other products or services incorporating the Company’s patented and unpatented breast cancer detection technology, including, but not limited to, the BDS device, the Biofield Breast Cancer Proliferation Detection System, the Breast Cancer Diagnostic Device, and the Biofield Breast Examination or BBESM (collectively, the “Technology”). The Company also granted MKG, on a worldwide basis, the Exclusive Distribution, Manufacturing, Development, Clinical, and research and development rights (as those terms are defined in the Agreement) with regard to the Technology. Under the Agreement, MKG assumes from the Company the sole responsibility and expense to market, manufacture, further develop (clinically and technically), and otherwise commercialize the Technology. MKG further assumes from the Company the sole responsibility and expense to secure additional regulatory approvals and to conduct additional clinical trials and R&D.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table sets forth fees billed to us by our independent accountants during the fiscal years ended December 31, ~~2008~~2009 and December 31, ~~2007~~2008 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning, and (iv) all other fees for services rendered. "Audit Related Fees" consisted of consulting fees regarding accounting issues. "All Other Fees" consisted of fees related to this Annual Report. Since we have no audit committee, none of these services were approved by an audit committee, and we have no pre-approval policies or procedures.

	~~Year ended December 31,~~	Year ended December 31,
	2008	2007
		2009		2008
Audit Fees1	~~$54,000~~	$~~54,000~~	67,000	$	54,000
Audit Related Fees2
Tax Fees3
All Other Fees4
Total	~~$54,000~~	$~~54,000~~	67,000	$	54,000

1	The aggregate fees billed for the audit of our annual financial statements and review of our financial statements, which were included in our Forms 10-Q.

2	The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or the review of our financial statements and not included as "Audit Fees."

3	The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.

4	The aggregate fees billed for products and services provided other than Audit Fees, Audit-Related Fees or Tax Fees.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

31REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PART IV

ITEM 15. Exhibits, Financial Statement Schedules.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Financial Statements

The following documents are filed under "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA," beginning on page F-1 through page F-12 and are included as part of this Form 10-K as the financial statements of the Company for the years ended December 31, 2008 and 2007:

Reports of Independent Registered Public Accounting Firms

Balance Sheets

Statements of Operations

Statement of Stockholders' Equity

Notes to Financial Statements

(b) Exhibits.

2. Plan of purchase, sale, reorganization, arrangement, liquidation or succession. - None

3. (i) Articles of incorporation.

3.1 Fifth Amended and Restated Certificate of Incorporation of Biofield Corp., as filed with the Secretary of State of the State of Delaware on October 6, 2000. (1)

3. (ii) By-laws.

3.2 By-laws of Biofield Corp. (2)

4. Instruments defining the rights of security holders, including indentures.

4.1 Form of Promissory Note, due December 31, 2004, issued by Biofield Corp. in 2003 private placement. (8)

4.2 Form of Subscription Agreement between Biofield Corp. and investors who participated in 2003 private placement. (8)

9. Voting trust agreement and amendment. - None

10. Material contracts.

10.01 Registration Rights Agreement between Biofield Corp. and John D. Stephens dated as of April 22, 1993. (3)

10.02 Form of Stock Purchase Option Agreement between Biofield Corp. and Abel Laboratories, Inc., dated as of June 1, 1992. (3)

10.03 Patent Royalty Agreement between Biofield Corp. and Abel Laboratories, Inc., dated as of June 1, 1992. (3)

10.04 Master Laboratory Services Agreement between Biofield Corp. and Abel Laboratories, Inc., dated as of January 1, 1994. (3)

10.05 Biofield Corp. 1992 Stock Incentive Plan. (3)

10.6 Biofield Corp. 1996 Stock Option Plan, as amended. (4)

10.7 Biofield Corp. 1996 Stock Option Plan for Non-Employee Directors. (3)

10.8 Escrow Agreement among C. Leonard Gordon, Biofield Corp. and Warshaw Burstein Cohen Schlesinger & Kuh, LLP, as escrow agent, dated December 28, 1999. (1)

10.9 License Agreement between Biofield Corp. and Cardio Dynamics International Corporation dated October 16, 2000. (1)

10.10 Share Option Agreement, dated as of March 16, 1995, between Biofield Corp. and David M. Long, Jr., M.D. (1)

10.11 Form of Share Option Agreement between Biofield Corp. and Raymond A. Long, M.D., dated September 5, 2001. (5)

10.12 Share Option Agreement, dated as of November 29, 2001, with David M. Long, Jr., M.D. (5)

10.13 Share Option Agreement, dated as of November 29, 2001, with John D. Stephens. (5)

10.14 Form of Share Option Agreement, dated November 29, 2001, with Steven Preiss. (5)

10.15 Form of Share Option Agreement, dated November 29, 2001, with various Biofield Corp. employees. (5)

10.16 10% Convertible Promissory Note, dated November 8, 2002 by Biofield Corp. in favor of David M. Long, Jr. (6)

10.17 Demand Promissory Note, dated January 3, 2003, by Biofield Corp. in favor of David M. Long Separate Property Trust. (7)

10.18 Investment Banking Services Agreement, dated March 5, 2003, between Biofield Corp. and iCapital Finance, Inc. (7)

10.19 Consulting Agreement, dated March 5, 2003, between Biofield Corp. and Randall Letcavage and Rosemary Nguyen. (7)

10.20 Redesign Agreement, dated October 15, 2001, between Biofield Corp. and TriVirix International Limited. (7)

10.21 Form of Share Option Agreement, dated February 4, 2003, with various Biofield Corp. employees. (10)

10.22 Service Agreement, dated July 8, 2003, between Biofield Corp. and MRB Investor Relations, LLC. (10)

10.23 Agreement for Financial Advisor, Investment Banker & Placement Agent, dated April 25, 2003 between Biofield Corp and Brooks Houghton & Company, Inc. and Brooks, Houghton Securities, Inc. (10)

10.24 Agreement, dated February 9, 2004, between Biofield Corp. and ROI Group Associates, Inc. (10)

10.25 Agreement, dated October 16, 2003 between Biofield Corp, and CGF Securities, LLC. (10)

10.26 Change in Terms Agreement, dated December 11, 2003, between Biofield Corp. and California Bank & Trust. (10)

10.27 Agreement, dated June 11, 2003, as amended December 11, 2003, by Biofield Corp. to John Stephens. (10)

10.28 Consulting agreement between The Mackay Group, Inc. and Dr. David Long dated March 30, 2006. (11)

10.29 Stock Acquisition and Voting Agreement between The Mackay Group, Inc. and Dr. David Long, Jr., Donna R Long, Dr. Raymond A Long, the Long Family Trust and the Long Family Partners II LP dated March 30, 2006. (11)

10.30 Sale of Shares Agreement for the sale and purchase of shares in VALIBIO dated December 2008. (12)

10.31 Exclusive Distribution Agreement between The Company and ValiBio dated December 2008. (12)

13. Annual report to security holders for the last fiscal year, Form 10-Q or 10-QSB or quarterly report to security holders. – Not applicable.

14. Code of ethics

14.1 Code of Ethics adopted on February 16, 2004. (10)

16. Letter on change in certifying accountant

16.1 Letter from Deloitte & Touche, LLP, Certified Public Accountants to the Commission, dated November 24, 2003. (9)

18. Letter on change in accounting principles - Not applicable.

20. Other documents or statements to security holders or any other document incorporated by reference. - None

21. Subsidiaries of the small business issuer: Biofield International, Inc. - Incorporated in Delaware

22. Published report regarding matters submitted to vote of security holders - Not applicable.

23. Consent of experts and counsel - None

24. Power of attorney - Not applicable.

27. Financial Data Schedule - Not applicable.

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

*31.1 Certification of Shepard G. Bentley Chief Executive Officer

*31.2 Certification of Steven M. Waszak Chief Financial Officer

32. Section 1350 Certifications

*32.1 Certification of Shepard G. Bentley Chief Executive Officer

*32.2 Certification of Steven M. Waszak Chief Financial Officer

99. Additional Exhibits - None

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

(*) Filed herewith.

(1	)	Filed with the Securities and Exchange Commission as an exhibit to Biofield's Registration Statement on Form 10-SB (Registration No. 0-27848) which became effective on October 18, 2000.
(2	)	Incorporated by reference to Biofield's Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
(3	)	Incorporated by reference to Biofield's Registration Statement on Form S-1 (Registration No. 333-00796) declared effective on March 19, 1996.
(4	)	Incorporated by reference to Biofield's Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
(5	)	Incorporated by reference to Biofield's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001.
(6	)	Incorporated by reference to Biofield's Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30, 2002.
(7	)	Incorporated by reference to Biofield's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002.
(8	)	Incorporated by reference to Biofield's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004.
(9	)	Incorporated by reference to Biofield's Current Report on Form 8-K filed on April 6, 2006.
(b	)	Reports on Form 8-K - None

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BIOFIELD CORP. By: /s/ Shepard G. Bentley Shepard G. Bentley Chief Executive Officer By: /s/ Steven Waszak Steven Waszak Chief Financial Officedr

Dated: April 13, 2009

Report of Independent Registered Public Accounting Firm

To The Shareholders and Board of Directors of Biofield Corp.

We ~~have~~ have audited the accompanying balance sheets of Biofield Corp. (a Development ~~Stage~~ Stage Company) as of December 31, ~~2008~~2009 and ~~2007~~2008 and the related statements of operations, changes in stockholders’ deficit and cash flows for the years ended December 31, ~~2008~~2009 and ~~2007~~2008 and the period from October 16, 1987 (inception) through December 31, ~~2008~~2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provided a reasonable basis for our opinion.

In ~~our~~ our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Biofield Corp. as of December 31, ~~2008~~2009 and ~~2007~~2008, and the results of its operations and its cash flows for the years ended December 31, ~~2008~~2009 and ~~2007~~2008 and the period from October 16, 1987 (inception) through December 31, ~~2008~~2009 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company’s need to seek new sources or methods of financing or revenue to pursue its business strategy, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Jewett, Schwartz, Wolfe & Associates ~~/s/ Jewett~~JEWETT, ~~Schwartz~~SCHWARTZ, ~~Wolfe~~WOLFE & ~~Associates~~ASSOCIATES Hollywood, Florida April 15, 2010

~~April 10,~~BIOFIELD ~~2009~~CORP.

37(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
	December 31,			December 31,
ASSETS	2008			2007
	2009			2008
CURRENT ASSETS:
ASSETS
Cash and cash equivalents	$	-		$	13,328
PROPERTY AND EQUIPMENT - Net	$	3,822		$	5,211
Prepaids		-			9,000
TOTAL ASSETS	$	3,822		$	5,211
Notes receivable		-			11,004
Total current assets		-			33,332
PROPERTY AND EQUIPMENT - Net		5,211			6,601
TOTAL ASSETS	$	5,211		$	39,933
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Bank overdraft	$	9,912		$	-
Accounts payable and accrued expenses	$	3,653,615		$	4,463,098
Accounts payable		1,402,514			1,402,513
Accrued interest		991,849			720,334
Accrued expenses		2,058,823			430,489
Due to affiliate		329,686			329,686
Advances from stockholder		2,~~378~~616,~~973~~871			2,~~162~~378,~~703~~973
Notes payable		2,~~410~~491,~~951~~790			2,~~223~~410,~~893~~951
Line of credit		418,920			~~342~~418,~~180~~920
Total current liabilities		109,~~001~~510,~~628~~881			710,~~611~~001,~~798~~628
Commitments and contigencies
STOCKHOLDERS’ DEFICIT:
Preferred stock, $.001 par value, 12,300,000 shares authorized,
Preferred stock, $.001 par value, 12,300,000 shares authorized, 12,300,000 shares issued and outstanding at December 31, 2009 and 2008, respectively		12,300			12,300
12,300,000 shares issued and outstanding at December 31, 2008
Common stock, $.01 par value, 50,000,000 shares authorized, 40,558,699 shares issued at December 31, 2009 and 24,793,500 hares issuable at December 31, 2008, respectively		405,587			247,935
and, 2007, respectively		12,300			12,300
Common stock, $.01 par value, 50,000,000 shares authorized,
24,793,500 shares issued at December 31, 2008 and 4,514,294 shares
issued and 999,455 shares issuable at December 31, 2007, respectively		247,935			55,138
Treasury stock - 2,306,131 shares		(3,100	)		(3,100	)
Stock subscriptions		3,849			3,849
Additional paid-in capital		7476,~~935~~202,~~552~~559			6674,~~461~~935,~~340~~552
Accumulated deficit during development stage		(8586,~~192~~128,~~953~~254	)		(7485,~~101~~192,~~392~~953	)
Total stockholders’ deficit		(9,~~996~~507,~~417~~059	)		(79,~~571~~996,~~865~~417	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	53,~~211~~822		$	395,~~933~~211

See notes to consolidated financial statements.

~~F-1~~BIOFIELD CORP.

BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
							Period October 16,
	Year Ended						1987 (Date of
	December 31,						Inception) Through
	2008			2007			December 31, 2008
REVENUE	$	-		$	109,390		$	244,522
COST OF SALES
Cost of goods sold		-			19,664			95,111
Loss on write down of inventory		-			-			693,500
GROSS PROFIT		-			89,726			(544,089	)
OPERATING EXPENSES:
Research and development		-			-			40,481,889
Selling, general, and administrative		10,530,286			821,375			42,641,985
Impairment of intangible assets		-			-			194,268
Gain on disposition of fixed assets		-			-			(8,084	)
Total operating expenses		10,530,286			821,375			83,310,058
OTHER INCOME (EXPENSE):
Interest income		-			-			2,476,722
Interest expense		(561,275	)		(545,224	)		(3,605,123	)
Amortization of shares issued to lenders
and other finance costs		-			-			(405,523	)
Royalty income and other		-			-			214,867
Net other expense		(561,275	)		(545,224	)		(1,319,057	)
LOSS BEFORE INCOME TAXES		(11,091,561	)		(1,276,873	)		(85,173,204	)
PROVISION FOR INCOME TAXES		-			-			(19,749	)
NET LOSS	$	(11,091,561	)	$	(1,276,872	)	$	(85,192,953	)
NET LOSS PER SHARE:
Basic and Diluted	$	(0.46	)	$	(0.02	)
WEIGHTED-AVERAGE SHARES
Basic and Diluted		23,897,943			53,704,609

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

							Period October 16,
	Year Ended						1987 (Date of
	December 31,						Inception) Through
	2009			2008			December 31, 2009

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		335,737			10,530,286			42,977,722
Impairment of intangible assets		-			-			194,268
Gain on disposition of fixed assets		-			-			(8,084	)
Total operating expenses		335,737			10,530,286			83,645,795

OTHER INCOME (EXPENSE):
Interest income		-			-			2,476,722
Interest expense		(599,564	)		(561,275	)		(4,204,687	)
Amortization of shares issued to lenders and other finance costs		-			-			(405,523	)
Royalty income and other		-			-			214,867
Net other expense		(599,564	)		(561,275	)		(1,918,621	)

LOSS BEFORE INCOME TAXES		(935,301	)		(11,091,561	)		(86,108,505	)

PROVISION FOR INCOME TAXES		-			-			(19,749	)

NET LOSS	$	(935,301	)	$	(11,091,561	)	$	(86,128,254	)

NET LOSS PER SHARE:
Basic and Diluted	$	(0.03	)	$	(0.46	)

WEIGHTED-AVERAGE SHARES
Basic and Diluted		33,296,365			23,897,943

See notes to consolidated financial statements.

F-2

BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
																								Additional			Def fered Accumulated			Foreign Currency					Total
	Series A				Series B				Series C										Treasury			Stock		Paid In			Deficit Development			Translation					Comprehensive
	Preffered Stock		Amount		Preffered Stock		Amount		Preffered Stock		Amount		Common Stock			Amount			Stock			Subscriptions		Capital			Stage			Adjustment		Total			Loss
Sale of Common Stock, October 16, 1987
(date of inception) (.16 per share, net)		-	$	-		-	$	-		-	$	-		54,902		$	55		$	-		$	-	$	91,898		$	-		$	-	$	91,953
Issuance of Common Stock in connection with
patent acquisition (.001 per share)		-		-		-		-		-		-		23,529			24			-			-		276			-			-		300
Net loss, October 16, 1987 to March 31, 1988		-		-		-		-		-		-		-			-			-			-		-			(159,359	)		-		(159,359	)
Total comprehensive income (loss)																																			$	(159,359	)
BALANCE AT MARCH 31, 1988		-	$	-		-	$	-		-	$	-		78,431		$	79		$	-		$	-	$	92,174		$	(159,359	)	$	-	$	(67,106	)
Net loss		-		-		-		-		-		-		-			-			-			-		-			(495,520	)		-		(495,520	)
Total comprehensive income (loss)																																			$	(495,520	)
BALANCE AT MARCH 31, 1989		-	$	-		-	$	-		-	$	-		78,431		$	79		$	-		$	-	$	92,174		$	(654,879	)	$	-	$	(562,626	)
Net loss		-		-		-		-		-		-		-			-			-			-		-			(233,347	)		-		(233,347	)
Total comprehensive income (loss)																																			$	(233,347	)
BALANCE AT MARCH 31, 1990		-	$	-		-	$	-		-	$	-		78,431		$	79		$	-		$	-	$	92,174		$	(888,226	)	$	-	$	(795,973	)
Acquisition of 235,294 shares of Common Stock
(.001 per share)		-		-		-		-		-		-		-			-			(300	)		-		-			-			-		(300	)
Net loss		-		-		-		-		-		-		-			-			-			-		-			(285,179	)		-		(285,179	)
Total comprehensive income (loss)																																			$	(285,179	)
BALANCE AT MARCH 31, 1991		-	$	-		-	$	-		-	$	-		78,431		$	79		$	(300	)	$	-	$	92,174		$	(1,173,405	)	$	-	$	(1,081,452	)
Retirement of Common Stock held in treasury		-		-		-		-		-		-		(23,529	)		(24	)		300			-		(276	)		-			-		-
Issuance of Common Stock in exchange for notes
and debt with accrued interest (2.90 per share, net)		-		-		-		-		-		-		43,137			43			-			-		1,248,638			-			-		1,248,681
Sale of Common Stock (.82 per share, net)		-		-		-		-		-		-		2,451			2			-			-		19,998			-			-		20,000
Amortization of deferred compensation		-		-		-		-		-		-		-			-			-			-		136,880			-			-		136,880
Net loss		-		-		-		-		-		-		-			-			-			-		-			(461,061	)		-		(461,061	)
Total comprehensive income (loss)																																			$	(461,061	)
BALANCE AT MARCH 31, 1992		-	$	-		-	$	-		-	$	-		100,490		$	100		$	-		$	-	$	1,497,414		$	(1,634,466	)	$	-	$	(136,952	)
Sale of Common Stock (7.67 per share, net)		-		-		-		-		-		-		55,748			55			-			-		4,275,223			-			-		4,275,278
Exercise of Common Stock options		-		-		-		-		-		-		245			1			-			-		624			-			-		625
Amortization of deferred compensation		-		-		-		-		-		-		-			-			-			-		477,453			-			-		477,453
Change in par value of common stock
from .0001 to .001		-		-		-		-		-		-		-			1,408			-			-		(1,408	)		-			-		-
Net loss		-		-		-		-		-		-		-			-			-			-		-			(3,099,637	)		-		(3,099,637	)
Total comprehensive income (loss)																																			$	(3,099,637	)
BALANCE AT MARCH 31, 1993		-	$	-		-	$	-		-	$	-		156,483		$	1,564		$	-		$	-	$	6,249,306		$	(4,734,103	)	$	-	$	1,516,767
(brought forward)
Exercise of Common Stock options		-		-		-		-		-		-		74			1			-			-		187			-			-		188
Sale of Series A Preferred Stock
(3.97 per share, net)		2,119,896		2,120		-		-		-		-		-			-			-			-		8,411,370			-			-		8,413,490
Issuance of Series A Preferred Stock in
exchange for notes (4.50 per share)		222,222		222		-		-		-		-		-			-			-			-		999,778			-			-		1,000,000
Issuance of Common Stock warrants		-		-		-		-		-		-		-			-			-			-		2,119			-			-		2,119
Amortization of deferred compensation		-		-		-		-		-		-		-			-			-			-		1,580,320			-			-		1,580,320
Net loss		-		-		-		-		-		-		-			-			-			-		-			(6,899,515	)		-		(6,899,515	)
Total comprehensive income (loss)																																			$	(6,899,515	)
BALANCE AT MARCH 31, 1994		2,342,118	$	2,342		-	$	-		-	$	-		156,556		$	1,565		$	-		$	-	$	17,243,080		$	(11,633,618	)	$	-	$	5,613,369
Sale of Series B Preferred Stock
(4.04 per share, net)		-		-		481,644		482		-		-		-			-			-			-		1,947,149			-			-		1,947,631
Issuance of Common Stock warrants		-		-		-		-		-		-		-			-			-			-		6			-			-		6
Amortization of deferred compensation		-		-		-		-		-		-		-			-			-			-		14,859			-			-		14,859
Net loss		-		-		-		-		-		-		-			-			-			-		-			(4,959,312	)		-		(4,959,312	)
Total comprehensive income (loss)																																			$	(4,959,312	)
BALANCE AT DECEMBER 31, 1994		2,342,118	$	2,342		481,644	$	482		-	$	-		156,556		$	1,565		$	-		$	-	$	19,205,094		$	(16,592,930	)	$	-	$	2,616,553

F-3

Sale of Series C Preferred Stock
(4.11 per share, net)	-			-		-			-		2,914,771			2,915		-		-		-			-		11,977,856			-			-			11,980,771
Issuance of Common Stock warrants	-			-		-			-		-			-		-		-		-			-		161			-			-			161
Amortization of deferred compensation	-			-		-			-		-			-		-		-		-			-		195,874			-			-			195,874
Net loss	-			-		-			-		-			-		-		-		-			-		-			(8,739,858	)		-			(8,739,858	)
Total comprehensive income (loss)																																				$	(8,739,858	)
BALANCE AT DECEMBER 31, 1995	2,342,118		$	2,342		481,644		$	482		2,914,771		$	2,915		156,556	$	1,565	$	-		$	-	$	31,378,985		$	(25,332,788	)	$	-		$	6,053,501
Sale of Common Stock	-			-		-			-		-			-		181,900		1,819		-			-		18,026,419			-			-			18,028,238
Conversion of Series A, B, and C
Preferred Stock to Common Stock	(2,342,118	)		(2,342	)	(481,644	)		(482	)	(2,914,771	)		(2,915	)	304,647		3,047		-			-		2,692			-			-			-
Exercise of Common Stock warrants	-			-		-			-		-			-		206		2		-			-		20,145			-			-			20,147
Amortization of deferred compensation	-			-		-			-		-			-		-		-		-			-		26,093			-			-			26,093
Net loss	-			-		-			-		-			-		-		-		-			-		-			(10,036,090	)		-			(10,036,090	)
Total comprehensive income (loss)																																				$	(10,036,090	)
BALANCE AT DECEMBER 31, 1996			$	-		-		$	-		-		$	-		643,310	$	6,433	$	-		$	-	$	49,454,334		$	(35,368,878	)	$	-		$	14,091,889
Sale of Common Stock (2.92 per share, net)	-			-		-			-		-			-		286,767		2,868		-			-		8,377,583			-			-			8,380,451
Warrants exchanged for Common Stock	-			-		-			-		-			-		64,364		644		-			-		(644	)		-			-			-
Exercise of Common Stock options	-			-		-			-		-			-		5,067		50		-			-		168,541			-			-			168,591
Exercise of Common Stock warrants	-			-		-			-		-			-		953		10		-			-		93,299			-			-			93,309
Issuance of Common Stock for consulting	-			-		-			-		-			-		2,500		25		-			-		99,975			-			-			100,000
services (4.00 per share, net)																									62,579			-			-			62,579
Amortization of deferred compensation
Net loss	-			-		-			-		-			-		-		-		-			-		-			(10,151,041	)		-			(10,151,041	)
Foreign currency translation adjustment	-			-		-			-		-			-		-		-		-			-		-			-			1,333			1,333
Total comprehensive income (loss)																																				$	(10,149,708	)
BALANCE AT DECEMBER 31, 1997	-		$	-		-		$	-				$	-		1,002,961	$	10,030	$	-		$	-	$	58,255,667		$	(45,519,919	)	$	1,333		$	12,747,111
Repurchase of Common Stock
for treasury (2,246,131 shares)	-			-		-			-		-			-		-		-		(100	)		-		-			-			-			(100	)
Net loss	-			-		-			-		-			-		-		-		-			-		-			(10,654,597	)		-			(10,654,597	)
Foreign currency translation adjustment	-			-		-			-		-			-		-		-		-			-		-			-			55,891			55,891
Total comprehensive income (loss)																																				$	(10,598,706	)
BALANCE AT DECEMBER 31, 1998	-		$	-		-		$	-				$	-		1,002,961	$	10,030	$	(100	)	$	-	$	58,255,667		$	(56,174,516	)	$	57,224		$	2,148,305
Sale of Common Stock (.05 per share, net)	-			-		-			-		-			-		1,400,000		14,000		-			-		686,000			-			-			700,000
Net loss	-			-		-			-		-			-		-		-		-			-		-			(1,253,696	)		-			(1,253,696	)
Foreign currency translation adjustment	-			-		-			-		-			-		-		-		-			-		-			-			(43,020	)		(43,020	)
Total comprehensive income (loss)																																				$	(1,296,716	)
BALANCE AT DECEMBER 31, 1999	-		$	-		-		$	-				$	-		2,402,961	$	24,030	$	(100	)	$	-	$	58,941,667		$	(57,428,212	)	$	14,204		$	1,551,589
Issuance of right to purchase Common Stock
in lieu of compensation (0.45 per share)	-			-		-			-		-			-		-		-		-			-		198,000			-			-			198,000
Sale of common stock (0.05 per share)	-			-		-			-		-			-		50,000		500		-			-		24,500			-						25,000
Sale of common stock (0.50 per share)	-			-		-			-		-			-		300,000		3,000		-			-		1,497,000			-			-			1,500,000
Memorandum entry to record as expense for
honorary services rendered by a shareholder	-			-		-			-		-			-		-		-		-			-		100,000			-			-			100,000
Repurchase of Common Stock
for treasury (60,000 shares)	-			-		-			-		-			-		-		-		(3,000	)		-		-			-			-			(3,000	)
Net loss	-			-		-			-		-			-		-		-		-			-		-			(1,522,233	)		-			(1,522,233	)
Foreign currency translation adjustment	-			-		-			-		-			-		-		-		-			-		-			-			(14,204	)		(14,204	)
Total comprehensive income (loss)																																				$	(1,522,233	)
BALANCE AT DECEMBER 31, 2000	-		$	-		-		$	-				$	-		2,752,961	$	27,530	$	(3,100	)	$	-	$	60,761,167		$	(58,950,445	)				$	1,835,152
Memorandum entry to record as expense for
honorary services rendered by a shareholder	-			-		-			-		-			-		-		-		-			-		100,000			-						100,000
Net loss	-			-		-			-		-			-		-		-		-			-		-			(2,238,687	)		-			(2,238,687	)
Total comprehensive income (loss)																																				$	(2,238,687	)
BALANCE AT DECEMBER 31, 2001	-		$	-		-		$	-		-		$	-		2,752,961	$	27,530	$	(3,100	)	$	-	$	60,861,167		$	(61,189,132	)	$	-		$	(303,535	)
Exercise of Common Stock options	-			-		-			-		-			-		6,275		63		-			-		15,623			-						15,686
Memorandum entry to record as expense for
honorary services rendered by a shareholder	-			-		-			-		-			-		-		-		-			-		100,000			-			-			100,000
Net loss	-			-		-			-		-			-		-		-		-			-		-			(2,888,789	)		-			(2,888,789	)
Total comprehensive income (loss)																																				$	(2,888,789	)
BALANCE AT DECEMBER 31, 2002	-		$	-		-		$	-		-		$	-		2,759,235	$	27,593	$	(3,100	)	$	-	$	60,976,790		$	(64,077,921	)	$	-		$	(3,076,638	)

F-4

Issuance of Common Stock for consulting
services (0.30 per share, net)	-		-	-		-	-		-	5,000		50		-						14,950		-			-		15,000
Issuance of Common Stock for consulting
services (0.32 per share, net)	-		-	-		-	-		-	46,875		468		-			-			149,532		-			-		150,000
Issuance of Common Stock for consulting
services (0.11 per share, net)	-		-	-		-	-		-	27,500		275		-			-			29,975		-			-		30,250
Issuance of Common Stock as incentive for
funding by issue of notes (0.25 per share net)	-		-	-		-	-		-	318,750		3,188		-			-			793,687		-			-		796,875
Common Stock (410,358 shares) to be issued
for interest accrued on stockholder's advances	-		-	-		-	-		-	-		-		-			410			101,976		-			-		102,386
Memorandum entry to record as expense for
honorary services rendered by a shareholder	-		-	-		-	-		-	-		-		-			-			100,000		-			-		100,000
Net loss	-		-	-		-	-		-	-		-		-			-			-		(2,164,698	)		-		(2,164,698	)
Total comprehensive income (loss)																													$	(2,164,698	)
BALANCE AT DECEMBER 31, 2003	-	$	-	-	$	-	-	$	-	3,157,360	$	31,574	$	(3,100	)	$	410		$	62,166,910	$	(66,242,619	)	$	-	$	(4,046,825	)
Issuance of Common Stock as incentive for
funding by issue of notes (0.25 per share net)	-		-	-		-	-		-	181,250		1,813		-			-			451,312		-			-		453,125
Issuance of Common Stock as incentive for
funding by issue of notes (0.31 per share net)	-		-	-		-	-		-	189,500		1,895		-			-			585,555		-			-		587,450
Sale of Common Stock (0.10 per share)	-		-	-		-	-		-	122,400		1,224		-			-			160,601		-			-		161,825
Common Stock (286,421 shares) to be issued
for interest accrued on stockholder's advances	-		-	-		-	-		-	-		-		-			287			64,456		-			-		64,743
Common Stock (2,500,000 shares) to be issued
for payment penalty on notes payable	-		-	-		-	-		-	-		-		-			2,500			347,500		-			-		350,000
Memorandum entry to record as expense for
honorary services rendered by a shareholder	-		-	-		-	-		-	-		-		-			-			100,000		-			-		100,000
Net loss	-		-	-		-	-		-	-		-		-			-			-		(3,846,517	)		-		(3,846,517	)
Total comprehensive income (loss)																													$	(3,846,517	)
BALANCE AT DECEMBER 31, 2004	-	$	-	-	$	-	-	$	-	3,650,510	$	36,506	$	(3,100	)	$	3,197		$	63,876,334	$	(70,089,136	)	$	-	$	(6,176,199	)
Sale of Common Stock ( for not less than $0.10 per share)	-		-	-		-	-		-	324,033		3,240		-			-			382,178		-			-		385,418
Common Stock (2,310,300 shares) to be issued
for interest accrued on stockholder's advances			-	-		-	-		-	-		-		-			2,310			83,430		-			-		85,740
Issue of shares of Common Stock for payment
penalty on notes payable	-		-	-		-	-		-	89,750		897		-			-			17,052		-			-		17,949
Issue of shares of Common Stock for payment
penalty on notes payable	-		-	-		-	-		-	250,000		2,500		-			(2,500	)		-		-			-		-
Memorandum entry to record as expense for
honorary services rendered by a shareholder	-		-	-		-	-		-	-		-		-			-			100,000		-			-		100,000
Net loss	-		-	-		-	-		-	-		-		-			-			-		(1,926,292	)		-		(1,926,292	)
Total comprehensive income (loss)																													$	(1,926,292	)
BALANCE AT DECEMBER 31, 2005	-	$	-	-	$	-	-	$	-	4,314,294	$	43,143	$	(3,100	)	$	3,007		$	64,458,994	$	(72,015,428	)	$	-	$	(7,513,384	)
Common Stock (841,438 shares) to be issued
for interest accrued on stockholder's advances	-		-	-		-	-		-	-		-		-			842			24,401		-			-		25,243
Options issued for consulting services	-		-	-		-	-		-	-		-		-			-			47,512		-			-		47,512
Memorandum entry to record as expense for
honorary services rendered by a shareholder	-		-	-		-	-		-	-		-		-			-			25,000		-			-		25,000
Debt converted to stock	12,300,000		12,300	-		-	-		-	999,455		9,995		-			-			1,707,433		-			-		1,729,728
Net loss	-		-	-		-	-		-	-		-		-			-			-		(809,091	)		-		(809,091	)
Total comprehensive income (loss)																													$	(809,091	)
BALANCE AT DECEMBER 31, 2006	12,300,000		12,300	-		-	-		-	5,313,749		53,138		(3,100	)		3,849			66,263,340		(72,824,519	)		-		(6,494,992	)
Issuance of Common Stock for cash										100,000		1,000								99,000							100,000
Issuance of Common Stock issued for conversion of debt	-		-	-		-	-		-	100,000		1,000		-			-			99,000		-			-		100,000
Net loss	-		-	-		-	-		-	-		-		-			-			-		(1,276,873	)		-		(1,276,873	)
Total comprehensive income (loss)																													$	(1,276,873	)
BALANCE AT DECEMBER 31, 2007	12,300,000	$	12,300	-	$	-	-	$	-	5,513,749	$	55,138	$	(3,100	)	$	3,849		$	66,461,340	$	(74,101,392	)	$	-	$	(7,571,865	)
10 for 1 Reverse split of Common Stock										-
10 for 1 Reverse split of Common Stock - Rounding differences										51
Issuance of Common Stock for consulting services	-		-	-		-	-		-	19,179,700		191,797		-			-			8,375,212							8,567,009
Issuance of Common Stock for subscriptions	-		-	-		-	-		-	100,000		1,000		-			-			99,000							100,000
Net loss	-		-	-		-	-		-					-			-					(11,091,561	)				(11,091,561	)
Total comprehensive income (loss)																													$	(11,091,561	)
BALANCE AT DECEMBER 31, 2008	12,300,000	$	12,300	-	$	-	-	$	-	24,793,500	$	247,935	$	(3,100	)	$	3,849		$	74,935,552	$	(85,192,953	)	$	-	$	(9,996,417	)

See notes to consolidated financial statements.

F-5

BIOFIELD CORP. ( A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
							Period October 16,
							1987 (Date of
	Year Ended						Inception) Through
	December 31,						December 31,
	2008			2007			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(11,091,561	)	$	(1,276,873	)	$	(85,192,953	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,390			816			2,762,596
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
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		11,004			(11,004	)		11,004
Inventories		-			-			(693,500	)
Prepaids		9,000			(766	)		(131,816	)
Due to affiliate		-			(8,234	)		337,921
Accounts payable and accrued liabilities		1,899,849			326,574			5,278,761
Net cash used in operating activities		(503,308	)		(969,487	)		(60,678,850	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment		-			(6,948	)		(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		-			(6,948	)		(3,168,730	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft		9,912			-			9,912
Repayments of capitalized lease obligations		-			-			(82,234	)
Proceeds from issuance of preferred stock - net		-			-			22,341,892
Proceeds from issuance of common stock and common stock warrants - net		-			-			35,203,258
Proceeds from exercise of common stock		-			100,000			298,546
Proceeds from issuance of notes payable		187,058			66,808			1,676,058
Proceeds from borrowings on line of credit		76,740			342,180			76,740
Notes financing costs		-			281,805			262,077
Advances from stockholder and related party		216,270			196,609			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		-			-			2,546,533
Net cash provided by financing activities		489,980			987,402			63,948,110
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(13,328	)		10,967			100,530
EFFECT OF EXCHANGE RATE CHANGES		-			-			(111,497	)
BEGINNING OF PERIOD		13,328			2,361			-
END OF PERIOD	$	-		$	13,328		$	(10,967	)
Supplementary disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

See notes to consolidated financial statements.

F-6

BIOFIELD CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
					Period October 16,
					1987 (Date of
	December 31,				Inception) Through
	2008		2007		December 31, 2008
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Cash paid for interest	$	-	$	-	$	857,003
Cash paid for taxes	$	-	$	-	$	-
SUPPLEMENTAL SCHEDULE FOR NONCASH
INVESTING AND FINANCING ACTIVITIES:
During the fiscal year ended December 31, 2005, 897,500 shares of Common Stock
due as penalty for non-payment of notes payable on maturity issued:	$	-	$	-	$	17,949
During the fiscal year ended December 31, 2005, a principal shareholder and his associates repaid
the Company's line of credit and the debt is reflected in the financial statements as
advances from stockholder:	$	-	$	-	$	1,200,000
During the fiscal year ended December 31, 2007, 1,000,000 shares of Common Stock
issued to former employee, in liue of accrued liabilities	$	-	$	-	$	100,000

See notes to consolidated financial statements.

F-7

BIOFIELD CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

																								Additional			Def fered Accumulated			Foreign Currency					Total
	Series A				Series B				Series C										Treasury			Stock		Paid In			Deficit Development			Translation					Comprehensive
	Preffered Stock		Amount		Preffered Stock		Amount		Preffered Stock		Amount		Common Stock			Amount			Stock			Subscriptions		Capital			Stage			Adjustment		Total			Loss

Sale of Common Stock, October 16, 1987
(date of inception) (.16 per share, net)		-	$	-		-	$	-		-	$	-		54,902		$	55		$	-		$	-	$	91,898		$	-		$	-	$	91,953
Issuance of Common Stock in connection with
patent acquisition (.001 per share)		-		-		-		-		-		-		23,529			24			-			-		276			-			-		300
Net loss, October 16, 1987 to March 31, 1988		-		-		-		-		-		-		-			-			-			-		-			(159,359	)		-		(159,359	)
Total comprehensive income (loss)																																			$	(159,359	)

BALANCE AT MARCH 31, 1988		-	$	-		-	$	-		-	$	-		78,431		$	79		$	-		$	-	$	92,174		$	(159,359	)	$	-	$	(67,106	)
Net loss		-		-		-		-		-		-		-			-			-			-		-			(495,520	)		-		(495,520	)
Total comprehensive income (loss)																																			$	(495,520	)

BALANCE AT MARCH 31, 1989		-	$	-		-	$	-		-	$	-		78,431		$	79		$	-		$	-	$	92,174		$	(654,879	)	$	-	$	(562,626	)
Net loss		-		-		-		-		-		-		-			-			-			-		-			(233,347	)		-		(233,347	)
Total comprehensive income (loss)																																			$	(233,347	)

BALANCE AT MARCH 31, 1990		-	$	-		-	$	-		-	$	-		78,431		$	79		$	-		$	-	$	92,174		$	(888,226	)	$	-	$	(795,973	)
Acquisition of 235,294 shares of Common Stock
(.001 per share)		-		-		-		-		-		-		-			-			(300	)		-		-			-			-		(300	)
Net loss		-		-		-		-		-		-		-			-			-			-		-			(285,179	)		-		(285,179	)
Total comprehensive income (loss)																																			$	(285,179	)

BALANCE AT MARCH 31, 1991		-	$	-		-	$	-		-	$	-		78,431		$	79		$	(300	)	$	-	$	92,174		$	(1,173,405	)	$	-	$	(1,081,452	)
Retirement of Common Stock held in treasury		-		-		-		-		-		-		(23,529	)		(24	)		300			-		(276	)		-			-		-
Issuance of Common Stock in exchange for notes
and debt with accrued interest (2.90 per share, net)		-		-		-		-		-		-		43,137			43			-			-		1,248,638			-			-		1,248,681
Sale of Common Stock (.82 per share, net)		-		-		-		-		-		-		2,451			2			-			-		19,998			-			-		20,000
Amortization of deferred compensation		-		-		-		-		-		-		-			-			-			-		136,880			-			-		136,880
Net loss		-		-		-		-		-		-		-			-			-			-		-			(461,061	)		-		(461,061	)
Total comprehensive income (loss)																																			$	(461,061	)

BALANCE AT MARCH 31, 1992		-	$	-		-	$	-		-	$	-		100,490		$	100		$	-		$	-	$	1,497,414		$	(1,634,466	)	$	-	$	(136,952	)
Sale of Common Stock (7.67 per share, net)		-		-		-		-		-		-		55,748			55			-			-		4,275,223			-			-		4,275,278
Exercise of Common Stock options		-		-		-		-		-		-		245			1			-			-		624			-			-		625
Amortization of deferred compensation		-		-		-		-		-		-		-			-			-			-		477,453			-			-		477,453
Change in par value of common stock
from .0001 to .001		-		-		-		-		-		-		-			1,408			-			-		(1,408	)		-			-		-
Net loss		-		-		-		-		-		-		-			-			-			-		-			(3,099,637	)		-		(3,099,637	)
Total comprehensive income (loss)																																			$	(3,099,637	)

BALANCE AT MARCH 31, 1993		-	$	-		-	$	-		-	$	-		156,483		$	1,564		$	-		$	-	$	6,249,306		$	(4,734,103	)	$	-	$	1,516,767
(brought forward)
Exercise of Common Stock options		-		-		-		-		-		-		74			1			-			-		187			-			-		188
Sale of Series A Preferred Stock
(3.97 per share, net)		2,119,896		2,120		-		-		-		-		-			-			-			-		8,411,370			-			-		8,413,490
Issuance of Series A Preferred Stock in
exchange for notes (4.50 per share)		222,222		222		-		-		-		-		-			-			-			-		999,778			-			-		1,000,000
Issuance of Common Stock warrants		-		-		-		-		-		-		-			-			-			-		2,119			-			-		2,119
Amortization of deferred compensation		-		-		-		-		-		-		-			-			-			-		1,580,320			-			-		1,580,320
Net loss		-		-		-		-		-		-		-			-			-			-		-			(6,899,515	)		-		(6,899,515	)
Total comprehensive income (loss)																																			$	(6,899,515	)

BALANCE AT MARCH 31, 1994		2,342,118	$	2,342		-	$	-		-	$	-		156,556		$	1,565		$	-		$	-	$	17,243,080		$	(11,633,618	)

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