UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 5, 2011

BIOFIELD CORP.

(Exact name of registrant as specified in its charter)

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, including zip code)

(215) 972-1717

(Registrant’s telephone number, including area code)

Copies to:

Richard Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

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:


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		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))

Item 1.01 Entry Into a Material Definitive Agreement.

~~ITEM~~On 4April 5, 2011, Sky Unicorn Holdings Limited (“Sky Holdings”), a 51% owned subsidiary of Biofield Corp.01 ~~CHANGES~~(the IN“Company”), ~~REGISTRANT'S~~entered ~~CERTIFYING~~into ~~ACCOUNTANT~~an Exclusive Distribution Agreement (the “Distribution Agreement”) with McKinley Infocapital, Inc. (“McKinley”), an international business consulting and investment management firm. Pursuant to the Distribution Agreement, McKinley agreed to market, purchase and distribute Sky Holdings’ Breast Cancer Diagnostic System and Disposable Diagnostic Sensors (the “Products”).

~~Previous~~Under ~~independent~~the ~~registered~~Distribution ~~public~~Agreement, ~~accounting~~McKinley ~~firm~~has the exclusive right to sell the Products for a term of four years, which term will continue for successive four year terms unless either party provides three months written notice prior to the expiration of the term or the Distribution Agreement is otherwise terminated as described below. The exclusivity and the right to market and sell the Products are limited to the territory defined as “Korea” or such territory as amended by written agreement.

OnPursuant ~~April~~to ~~4, 2011 (~~the ~~“Resignation~~Distribution ~~Date”)~~Agreement, ~~Jewett,~~McKinley ~~Schwartz,~~will ~~Wolfe~~purchase &certain ~~Associates (“JSW”)~~quantities ~~advised~~of ~~Biofield~~the ~~Corp.~~Product (from the “Company”) ~~that~~beginning ~~its~~with ~~audit~~an ~~practice~~initial ~~was~~order ~~acquired~~of by$660,000.00, ~~RBSM~~of ~~LLP~~which ~~(“RBSM ”)~~$330,000 anwill ~~independent~~be ~~registered~~due ~~public~~15 ~~accounting~~days ~~firm~~from ~~and~~the ~~that,~~date ~~accordingly,~~of ~~JSW~~the ~~was~~Distribution ~~resigning~~Agreement. asThe prices for the ~~Company’s~~Product ~~independent~~are ~~registered~~fixed ~~public~~for ~~accounting~~the ~~firm~~first 12 months and will be adjusted based on quarterly or yearly order quantities.

The ~~reports~~Distribution ofAgreement ~~JSW~~may onbe ~~the~~terminated ~~Company’s financial~~by ~~statements~~either ~~for~~party ~~the~~upon ~~years~~30 ~~ended~~days ~~December~~written ~~31,~~notice ~~2009~~of ~~and~~any ~~2008 did~~substantial ~~not~~breach ~~contain~~of anthe ~~adverse~~terms ~~opinion or disclaimer~~ of ~~opinion,~~the agreement and ~~such~~a ~~reports~~failure ~~were not qualified~~ or ~~modified~~inability as to ~~uncertainty,~~remedy ~~audit scope, or accounting principle, except that~~ the ~~reports~~breach. ofThe ~~JSW~~Distribution onAgreement ~~the~~also ~~Company’s~~may ~~consolidated~~be ~~financial~~terminated ~~statements~~immediately asupon ofwritten ~~and~~notice for ~~the~~certain ~~years ended December 31~~events, ~~2009~~including ~~and~~a ~~2008 contained an explanatory paragraph which noted that there was substantial doubt as to the Company~~party’s ~~ability~~significant failure to ~~continue~~perform, asfiling aof ~~going concern due to~~ a ~~deficit~~petition inof ~~working~~bankruptcy ~~capital~~or ~~and~~sale ~~incurring~~of ~~significant losses~~business.

~~During~~ Item ~~the~~8.01 ~~years~~Other ended December 31, 2009 and 2008, and through April 4, 2011, the Company has not had any disagreements with JSW on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to JSW’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periodsEvents.

~~During~~On ~~the years ended December 31, 2009 and 2008, and through~~ April 48, 2011, ~~there~~the ~~were~~Company noissued ~~reportable~~a ~~events,~~press asrelease ~~defined~~announcing inthe ~~Item 304(a)(1)(v)~~Distribution ~~of Regulation S-K~~Agreement.

~~The~~A ~~Company~~copy ~~provided~~of ~~JSW~~the ~~with~~press arelease ~~copy~~is ofattached ~~this~~hereto ~~disclosure~~as ~~set~~Exhibit ~~forth~~99.2 ~~under~~and ~~this~~is ~~Item~~being ~~4.01~~furnished ~~requested~~and ~~JSW~~shall tonot ~~furnish~~be adeemed ~~letter~~“filed” ~~addressed~~for topurposes ~~the~~of ~~Securities~~Section 18 &of the Exchange ~~Commission~~Act, ~~stating~~nor ~~whether~~shall such Exhibit be incorporated by reference into any registration statement or ~~not~~other itdocument ~~agrees~~pursuant ~~with~~to the ~~above~~Securities ~~statements~~Act, except as expressly set forth in such filing.

AItem ~~copy~~9.01 ofFinancial ~~the~~Statements ~~letter~~and ~~from JSW is attached hereto as Exhibit 16.1.~~Exhibits

New independent registered public accounting firm

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:

1. 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

(d) Exhibits

Exhibit No.	~~Description of Exhibit~~	Description of Exhibit
16.1	Letter from Jewett, Schwartz, Wolfe & Associates
99.1		Exclusive Distribution Agreement(1)
99.2		Press Release

3(1) Confidential treatment is requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Commission.

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.

Date: April 58, 2011


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

Exhibits

Exhibit No.	Description of Exhibit
99.1	Exclusive Distribution Agreement(1)
16.1	Letter from Jewett, Schwartz, Wolfe & Associates
99.2	Press Release

5(1) Confidential treatment is requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Commission.

Filing Compare · MACKAY LIFE SCIENCES, INC.