SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

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

~~The~~Date of ~~Securities~~Report ~~Exchange~~(Date ~~Act~~ of ~~1934~~earliest event reported): July 27, 2010

Date of Report (Date of earliest event reported): Transaction Completed October 2, 2009

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)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	Commission File Number)	(IRS Employer Identification No.)

175 Strafford Avenue, –Wayne, ~~Suite~~PA ~~One –~~19087

~~Wayne,~~ (Address of ~~PA 19087~~principal executive offices and Zip Code)

~~(Address~~Registrant's telephone ofnumber, ~~principal~~including ~~executive~~area ~~offices~~code: (215) 972-1717

(215) 972-1717

(Registrant’s telephone number, including area code)

Copies to:

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

~~Jonathan~~Law Offices R.of ~~Shechter,~~Stephen ~~Esq~~M. Fleming PLLC

~~Sichenzia~~49 ~~Ross~~Front Street, ~~Friedman~~Suite ~~Ference LLP~~#206

~~61 Broadway~~Rockville Centre, ~~32nd~~New ~~Floor~~York 11570

~~New~~Phone: (516) ~~York, New York 10006~~833-5034

~~Phone~~Fax: (~~212~~516) ~~930~~ 977-~~9700~~1209

~~Fax:~~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 (~~212~~see General Instruction A.2. below) ~~930-9725~~:

~~Check~~o Written communications ~~the~~pursuant ~~appropriate box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing obligation of Company~~ under ~~any~~the ofSecurities ~~the~~Act ~~following~~(17 ~~provisions:~~CFR 230.425)

~~|_|~~o Soliciting material ~~Written communications~~ pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~ 240.~~425~~14a-12)

~~|_|~~o Pre-commencement communications ~~Soliciting material~~ pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

~~|_|~~ o Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

~~|_|~~Item 1.01 Entry into ~~Pre-commencement~~a ~~communications~~Material ~~pursuant~~Definitive ~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~Agreement

~~Item~~On 1July 27, 2010, Biofield Corp.~~01. Entry~~ (the “Company”) entered into aan ~~Material~~exclusive ~~Definitive~~agreement for license and transfer of intellectual property (the “IP Agreement”) with Dr. Mark L. Faupel, Ph. D. (“Dr. Faupel”). The IP Agreement states that the Company shall pay $5,000,000 in incremental sums over the course of five years to Dr. Faupel for the exclusive rights in and to technology relating to electrical methods, apparatuses, and devices for the in vivo and in vitro screening and diagnosis of disease states (the “Licensed Technologies”). The IP Agreement provides that the Company shall pay to Faupel $180,000 by July 30, 2011; $180,000 on or before July 30, 2012, $240,000 on or before July 30, 2013; $2,000,000 on or before July 30, 2014; $2,400,000 on or before July 30, 2015. Upon the complete payment of the $5,000,000 by the Company to Faupel, Faupel shall take all steps necessary to transfer and assign title of the Licensed Technologies and all information relating to the development of the Licensed Technologies.

AsOn ~~previously~~July 27, ~~disclosed~~2010, onthe ~~Form~~Company ~~8-K~~entered ~~filed~~into ~~February~~an 9,agreement ~~2009,~~for onre-engineering ~~December~~and manufacture ~~11,~~of ~~2008,~~new ~~Biofield~~BDS ~~Corp.~~device (the “~~Corporation~~BDS Agreement”) ~~entered~~with ~~into~~Guided aTherapeutics, Inc. ~~Sale~~(“GT”). Under ofthe ~~Shares~~BDS Agreement, (the ~~“Stock~~Company ~~Purchase~~agrees ~~Agreement”)~~to ~~with~~pay between ~~Valirix~~$400,000 ~~plc~~and $500,000, toin ~~acquire~~incremental asums ~~minority~~over ~~interest~~the incourse ~~Valibio~~of the work schedule, SAto ~~and~~GT ~~contemporaneously~~in ~~entered~~consideration ~~into~~for anGT’s ~~Exclusive~~reasonable ~~Distribution~~efforts to develop a new ~~Agreement~~Biofield BDS Device (the “~~Distribution Agreement~~Work”). Payment ~~with~~of ~~Valibio,~~the SAinitial ~~which~~$250,000 ~~granted~~by the ~~Biofield~~Company ~~exclusive~~to ~~distribution~~GT ~~rights~~must ~~worldwide~~be ~~(excluding~~made ~~Belgium)~~no ~~for~~later ~~ValiRx~~than ~~plc’s~~January ~~Human~~30, ~~Papilloma~~2011. Within sixty ~~Virus~~ (~~HPV~~60) ~~diagnostic~~days ~~test~~of ~~for~~the ~~cervical~~initial ~~cancer,~~payment ~~ValioRx~~and GT’s ~~Hypergenomics™~~commencement ~~and~~of ~~Nucleosomics™~~Work, ~~cancer~~the Company ~~diagnostics~~shall ~~products~~pay an additional $125,000 ~~and~~to ~~any~~GT. Within ~~other~~thirty ~~cancer~~(30) days ~~diagnostic~~of ~~products~~the ~~developed~~scheduled ~~during~~inspection, the ~~term~~Company shall pay the balance of the monies ~~Distribution~~then ~~Agreement~~due to GT.

OnThe foregoing ~~May~~information ~~13,~~is ~~2009,~~a ~~ValiRx~~summary ~~Plc~~of ~~and~~each of the ~~Corporation~~agreements ~~entered~~involved ~~into~~in athe transactions ~~letter~~described ~~agreement~~above, ~~amending~~is ~~the~~not ~~Stock~~complete, ~~Purchase~~and ~~Agreement~~is ~~(the~~qualified ~~“Amendment”)~~in ~~whereby~~its ~~Biofield~~entirety by ~~agreed~~reference to ~~make~~the ~~payments~~full ~~towards~~text ~~the~~of ~~660~~those agreements,~~000~~ ~~Euro~~each ~~purchase~~of ~~price~~which ~~(the~~is ~~“Purchase~~attached ~~Price”)~~an exhibit ~~prior~~ to ~~certain~~this ~~dates~~Current ~~which,~~Report toon ~~date,~~Form ~~have~~8-K. Readers ~~not~~should ~~been~~review those ~~made~~agreements for a complete understanding of the terms and conditions associated with these transactions.

~~Thereafter, on September 22, 2009, ValiRx and the Corporation further amended the Stock Purchase Agreement pursuant to Amendment No~~Item 9. ~~2 (“Amendment No. 2”), which extended the payment date of the Purchase Price until December 31, 2009. As security for extending the payment date of the Purchase Price until December 31, 2009, Mr.~~01 Financial ~~James~~Statements MacKay, a shareholder of the Corporation, shall transfer 1,500,000 shares of preferred stock, par value $0.001 per share (the “Preferred Shares”), of Biofield Corp. to ValiRx, provided Mr. MacKay retains voting control of the Preferred Shares per the Pledge Agreement and Voting Agreement executed concurrently with Amendment No. 2. This last of this series of documents comprising the transaction, the Pledge Agreement, was executed and delivered by Mr. MacKay on October 2 after the close of business, thereby completing the transaction.Exhibits

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

Exhibits:	Description:

10.1	Exclusive Agreement for License and Transfer of Intellectual Property between the Company andDr. Mark Faupel, Ph. D., dated July 27, 2010.

10.2	Agreement for Re-engineering and Manufacture of New BDS Device between the Company andGuided Technologies, Inc., dated July 27, 2010.

In the event the Corporation raises capital in one or more private placements prior to December 31, 2009, Biofield shall satisfy the Purchase Price out of the use of proceeds of such raise by applying 10% of the proceeds below $500,000, plus 15% of the proceeds above $500,000 up to the Purchase Price.SIGNATURES

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Amendment No. 2 to the Sale of Shares Agreement by and between Biofield Corp., ValiRx Plc., and Mr. James MacKay,dated September 23, 2009.
10.2		Voting Agreement by and between ValiRx Plc. and Mr. James MacKay,dated September 23, 2009.
10.3		Pledge Agreement by and between Biofield Corp., ValiRx Plc., and Mr. James MacKay, dated September 23, 2009 (Executed & Delivered October 2, 2009).

SIGNATURE

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: October 8, 2009		BIOFIELD CORP.
	BIOFIELD CORP.,
		By: /s/ David Bruce Hong
Date: August 12, 2010	By:	/s/ David Bruce Hong
		David Bruce Hong
		Title: Chief Executive Officer
		Chief Executive Officer

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