UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~April 145, ~~2010~~2011

BIOFIELD CORP.

(Exact name of registrant as specified in its charter)

Delaware		000-27848		13-3703450
(State or other jurisdiction of incorporation)		Commission File Number)		(IRS Employer Identification No.)

Delaware

(State or other jurisdiction of incorporation)


000-27848		13-3703450
(Commission File Number)		(IRS Employer Identification No.)

175 Strafford Avenue, Wayne, PA 19087

(Address of principal executive offices, ~~and~~including ~~Zip~~zip ~~Code~~code)

~~Registrant's telephone number, including area code:~~ (215) 972-1717

(Registrant’s telephone number, including area code)

Copies to:

~~Stephen M.~~Richard ~~Fleming~~Friedman, Esq.

~~Law Offices~~Sichenzia ofRoss ~~Stephen~~Friedman M.Ference ~~Fleming PLLC~~LLP

4961 ~~Front Street~~Broadway, ~~Suite~~32nd ~~#206~~Floor

~~Rockville Centre~~New York, New York ~~11570~~10006

Phone: (~~516~~212) ~~833~~930-~~5034~~9700

Fax: (~~516~~212) ~~977~~930-~~1209~~9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following ~~provisions~~ ~~(see General Instruction A.2. below)~~provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~1

oITEM ~~Pre-commencement communications pursuant to Rule 13e-~~4~~(c)~~.01 ~~under~~CHANGES ~~the~~IN ~~Exchange~~REGISTRANT'S ~~Act~~CERTIFYING ~~(17 CFR 240~~ACCOUNTANT.~~13e-4(c))~~

~~Item 8.01 Other Events.~~Previous independent registered public accounting firm

On ~~July 14,~~April ~~2010~~4, ~~Biofield~~2011 ~~Corporation,~~(the a“Resignation ~~corporation~~Date”), ~~organized~~Jewett, ~~under~~Schwartz, ~~the~~Wolfe ~~laws~~& ofAssociates (“JSW”) ~~the State~~advised ofBiofield ~~Delaware~~Corp. (the “Company”) ~~acquired~~that ~~510~~its ~~shares,~~audit ~~representing~~practice awas ~~51%~~acquired ~~equity interest,~~by ofRBSM ~~Sky~~LLP ~~Unicorn Holdings Limited~~ (“~~Sky~~RBSM ”), ~~from~~an ~~the~~independent ~~David~~registered ~~Bruce~~public ~~Hong,~~accounting ~~the Company’s~~firm ~~Chief~~and ~~Executive Officer~~that, ~~in consideration for $510. In addition~~accordingly, ~~James~~JSW ~~MacKay,~~was ~~Chairman~~resigning ofas the Company,’s ~~acquired~~independent ~~480~~registered ~~shares, representing~~public aaccounting ~~48% equity interest in Sky from Mr~~firm. ~~Hong. Mr. Hong retained a 1% equity interest or 10 shares of Sky.~~

OnThe ~~August~~ reports of JSW on the Company’s financial statements for the years ended December 31, ~~2010,~~2009 ~~Sky~~ and ~~The~~2008 did ~~Mackay~~not ~~Group~~contain ~~(“Mackay”)~~an ~~entered~~adverse ~~into~~opinion anor ~~Assignment~~disclaimer of ~~Master~~ ~~License~~opinion, ~~Agreement~~and ~~pursuant~~such reports were not qualified or modified as to ~~which~~uncertainty, ~~Mackay~~audit ~~assigned~~scope, ~~its~~or ~~interest~~accounting inprinciple, except that the ~~Master~~ ~~License~~reports ~~Agreement~~of ~~dated~~JSW ~~July~~on ~~2007~~the byCompany’s consolidated financial statements as of and ~~between~~for the ~~Company~~years ended December 31, 2009 and ~~Mackay~~ 2008 contained an explanatory paragraph which noted that there was substantial doubt as to ~~Sky~~the Company’s ability to continue as a going concern due to a deficit in working capital and incurring significant losses.

~~Effective August~~During ~~16,~~the ~~2010,~~years ~~Sky~~ended ~~entered~~December ~~into~~31, an2009 ~~Exclusive~~and ~~Distribution~~2008, ~~Agreement~~and ~~(the “August~~through 16April ~~Agreement”) with InfraScan~~4, ~~Inc.~~2011, athe ~~corporation~~Company ~~organized~~has ~~under~~not ~~the laws~~had ofany ~~the~~disagreements ~~State~~with ofJSW ~~Delaware~~on ~~(“InfraScan”). As~~any ~~per~~matter ~~the specific terms~~ of ~~the~~accounting ~~August~~principles 16or ~~Agreement~~practices, ~~Sky~~financial ~~was~~statement ~~appointed~~disclosure ~~Exclusive~~or ~~Distributor~~auditing ~~for~~scope ~~a term~~or ofprocedure, ~~three~~which ~~years~~disagreements, ofif ~~the~~not ~~Infrascanner~~resolved ~~Hematoma~~to ~~Detection~~JSW’s ~~System~~satisfaction, ~~and Infrascanner~~would ~~Disposable~~have ~~Shields~~caused ~~for~~them ~~use~~to inmake ~~acute~~reference ~~care~~thereto ~~hospitals~~in ~~and~~their ~~emergency medical~~reports ~~markets~~on in the ~~Philippines~~Company’s asfinancial ~~well~~statements asfor insuch ~~Boxing, Rugby, and Soccer (European Football) sport clubs, worldwide~~periods.

~~Effective August~~During ~~19, 2010, Sky entered into a separate Exclusive Distribution Agreement (~~the ~~“August~~years 18ended ~~Agreement”)~~December ~~with Eifla International~~31, a2009 ~~company~~and ~~incorporated in the United Kingdom (“Eifla”). As per the specific terms of the August 19 Agreement~~2008, ~~Eifla was appointed Exclusive Distributor for a term of three years of the Infrascanner Hematoma Detection System~~ and ~~Infrascanner~~through ~~Disposable Shields~~April ~~in Boxing~~4, ~~Rugby~~2011, ~~and~~there ~~Soccer~~were ~~(European~~no ~~Football)~~reportable ~~sport clubs~~events, ~~worldwide but~~as ~~excluding~~defined ~~acute~~in ~~care~~Item 304(a)(1)(v) ~~hospitals~~of ~~and emergency medical care markets~~Regulation S-K.

The Company provided JSW with a copy of this disclosure set forth under this Item 9 4.01 ~~Financial Statements~~ ~~and~~requested ~~Exhibits~~JSW to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.

Exhibits:		Description:
99.1		Exclusive Distribution Agreement between Sky Unicorn Holdings Limited and InfraScan, Inc. dated, August 16, 2010*
99.2		Exclusive Distribution Agreement between Sky Unicorn Holdings Limited and Eifla International dated, August 19, 2010*
99.3		Assignment of Master License Agreement between the Mackay Group and Sky Unicorn Holdings Limited

A copy of the letter from JSW is attached hereto as Exhibit 16.1.

*Portions ofNew ~~this~~independent ~~exhibit~~registered ~~have~~public ~~been~~accounting ~~redacted pursuant to a request for confidential treatment submitted to the Securities Exchange Commission.~~firm

~~SIGNATURES~~On April 5, 2011 (the “Engagement Date”), the Company engaged RBSM LLP (“RBSM ”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2010. The engagement of RBSM as the Company’s independent registered public accounting firm was approved by the Audit Committee of the Company’s Board of Directors.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with RBSM regarding either:

the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2.	any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a)	Financial statements of businesses acquired.

Not applicable

(b)	Pro forma financial information.

Not applicable

(c)	Shell company transactions.

Not applicable

(d) Exhibits

Exhibit No.	Description of Exhibit
16.1	Letter from Jewett, Schwartz, Wolfe & Associates

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIOFIELD CORP.
Date: September 14, 2010	By:	/s/ David Bruce Hong
		David Bruce Hong
		Chief Executive Officer

Date: April 5, 2011

	BIOFIELD CORP.

	By:	/s/ David Bruce Hong
		David Bruce Hong
		President and Chief Executive Officer

Exhibits

Exhibit No.	Description of Exhibit
16.1	Letter from Jewett, Schwartz, Wolfe & Associates

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