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): ~~June~~July 2214, 2010

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.)

175 Strafford Avenue, Wayne, PA 19087

(Address of principal executive offices and Zip Code)

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

Copies to:

Stephen M. Fleming, Esq.

Law Offices of Stephen M. Fleming PLLC

49 Front Street, Suite #206

Rockville Centre, New York 11570

Phone: (516) 833-5034

Fax: (516) 977-1209

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):

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

¨o Soliciting ~~material~~ 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 18.01 Other Events. ~~Entry into a Material Definitive Agreement~~

On ~~June~~July 2214, 2010, Biofield ~~Corp.~~Corporation, a corporation organized under the laws of the State of Delaware (the “Company”) ~~entered~~acquired ~~into~~510 ashares, ~~Reserve~~representing ~~Equity~~a ~~Financing~~51% equity ~~Agreement~~interest, ~~(the~~of ~~“REF~~Sky ~~Agreement”)~~Unicorn ~~with AGS Capital Group,~~Holdings ~~LLC~~Limited (“~~AGS~~Sky”), ~~pursuant~~from tothe ~~which~~David ~~AGS~~Bruce ~~committed~~Hong, tothe ~~purchase,~~Company’s ~~from~~Chief ~~time~~Executive toOfficer, ~~time~~in ~~over~~consideration afor ~~period~~$510. In addition, ofJames ~~two years~~MacKay, ~~shares~~Chairman of the Company~~’s common~~, ~~stock~~acquired 480 shares, representing ~~$0.001~~a ~~par~~48% ~~value~~equity ~~per~~interest ~~share~~in ~~(the~~Sky ~~“Common~~from ~~Stock”)~~Mr. ~~for~~Hong. Mr. ~~cash~~Hong ~~consideration~~retained upa to1% $2equity ~~million,~~interest ~~subject~~or to10 ~~certain~~shares ~~conditions~~of ~~and limitations~~Sky.

~~The~~On August ~~Company~~31, is2010, ~~also~~Sky ~~required~~and toThe ~~pay~~Mackay ~~AGS~~Group a(“Mackay”) ~~fee~~entered ofinto ~~$120,000~~an inAssignment ~~shares~~ of ~~restricted~~ ~~common~~Master ~~stock of~~License Agreement pursuant to which ~~3,000,000~~Mackay ~~were~~assigned ~~issued~~its ~~upon~~interest ~~signing~~in the Master ~~REF~~License Agreement ~~and~~ ~~the~~dated ~~balance~~July ~~owed~~2007 ~~are~~by ~~issuable~~and ~~upon~~between the Company ~~increasing~~and ~~the authorized~~Mackay ~~shares~~to ~~of common stock~~Sky.

~~The~~Effective ~~following~~August ~~summary~~16, ~~of the REF Agreement is not complete~~2010, ~~and~~Sky isentered ~~qualified~~into inan ~~its entirety~~Exclusive byDistribution ~~reference~~Agreement to (the “August ~~full~~16 ~~text~~Agreement”) ofwith ~~the agreement~~InfraScan, ~~which is attached as an exhibit to this Current Report on Form 8-K~~Inc., ~~Readers~~a ~~should~~corporation ~~review~~organized ~~the~~under ~~agreement~~the ~~for~~laws ~~a complete understanding~~ of the ~~terms~~State ~~and~~of ~~conditions~~Delaware ~~associated with this financing~~(“InfraScan”). ~~The~~As ~~provisions~~per of the ~~REF Agreement, including without~~specific ~~limitation~~terms of the ~~representations~~August ~~and~~16 ~~warranties contained therein~~Agreement, ~~are~~Sky ~~not intended~~was asappointed ~~documents~~Exclusive Distributor for ~~investors and the public to obtain factual information~~a ~~about~~term ~~the~~of ~~current~~three ~~state~~years of ~~affairs of~~ the ~~parties~~Infrascanner toHematoma ~~those~~Detection ~~documents~~System and ~~agreements.~~Infrascanner ~~Rather,~~Disposable ~~investors~~Shields ~~and~~for ~~the~~use ~~public~~in ~~should~~acute ~~look~~care tohospitals ~~other~~and ~~disclosures~~emergency ~~contained~~medical markets in the ~~Company’s~~Philippines ~~reports~~as ~~under~~well ~~the~~as ~~Securities~~in ~~Exchange~~Boxing, ~~Act of 1934~~Rugby, ~~as amended~~and Soccer (~~the~~European ~~“Exchange Act”~~Football) sport clubs, worldwide.

~~Reserve~~Effective August ~~Equity~~19, ~~Financing~~2010, Sky entered into a separate Exclusive Distribution Agreement (the “August 18 Agreement”) with Eifla International, a company incorporated in the United Kingdom (“Eifla”). As per the specific terms of the August 19 Agreement, Eifla was appointed Exclusive Distributor for a term of three years of the Infrascanner Hematoma Detection System and Infrascanner Disposable Shields in Boxing, Rugby, and Soccer (European Football) sport clubs, worldwide but excluding acute care hospitals and emergency medical care markets.

~~For a~~Item period of two years from the effectiveness of a registration statement, the Company may, from time to time, at its discretion, and subject to certain conditions that it must satisfy, draw down funds under the REF Agreement by selling shares of its Common Stock to AGS up to an aggregate of $2 million, subject to various limitations that may reduce the total amount available to the Company9. ~~The purchase price of these shares will be discounted by 50%~~01 Financial ~~to 90%~~Statements of the lowest closing bid price during the five consecutive trading days after the Company gives AGS a notice of an advance of funds (an “Advance”), under the REF Agreement. If the stock price is below $.11, then the discount will be 50%. If the stock price is between $.11 and ~~$.19, then the discount will be 20%. If the stock price is above $.20, then the discount will be 10%.~~ Exhibits

The Company’s ability to require AGS to purchase its Common Stock is subject to various conditions and limitations. The maximum amount of each Advance is equal to the greater of $10,000 or 500% of the product of the average of the daily trading volume of the 10 trading days immediately preceding the Dave Date multiplied by the average of the 10 daily closing prices immediately preceding the advance date. In addition, a minimum of five calendar days must elapse between each notice of Advance and AGS’ ownership may not exceed 9.99% of the then outstanding shares of common stock.

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

~~The REF~~*Portions ~~Agreement contains representations and warranties by us and AGS which are typical for transactions~~ of this ~~type. The~~exhibit ~~REF~~have ~~Agreement~~been ~~also contains~~redacted apursuant ~~variety~~to ofa ~~covenants~~request ~~by us which are typical~~ for ~~transactions of this~~confidential ~~type. The~~treatment ~~REF~~submitted ~~Agreement~~to ~~obligates~~ the ~~Company~~Securities ~~to indemnify AGS for certain~~Exchange ~~losses resulting from a misrepresentation or breach of any representation or warranty made by us or breach of any obligation of ours~~Commission. ~~AGS also indemnifies the Company for similar matters.~~

Item 3.02 Unregistered Sales of Equity Securities

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

In addition, the Company is relying on an exemption from the registration requirements of the Act for the private placement of the securities we have issued under the purchase agreement pursuant to Section 4(2) of the Securities Act.

Item 9.01. Financial Statements and Exhibits

4.1 Reserve Equity Financing Agreement, dated June 22, 2010, by and between AGS Capital Group, LLC and Biofield Corp.

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.,
	BIOFIELD CORP.
Date: August 13, 2010	By:	/s/ David Bruce Hong
Date: September 14, 2010	By:	/s/ David Bruce Hong
		David Bruce Hong
		Chief Executive Officer

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