8-K

                                  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): October 3, 2005

                            SHEFFIELD PHARMACEUTICALS, INC..
        (Exact name of small business issuer as specified in its charter)

           Delaware                001-12584                13-3808303
         -----------              -----------              ------------
(State or other jurisdiction   (Commission File No.)  (IRS Employer ID No.)
 of incorporation )

                   1220 Glenmore Drive Apopka, Florida, 32712
                    (Address of principal executive offices)

                                 (407)880-2213
                          (Issuer's telephone number)


          (Former name or former address, if changed since last report.)



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):


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


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


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


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


Item 8.01.   Other Events.

On October 3, 2005, the Registrant executed a Letter of Intent to
acquire PremierBPO, Inc. ("Premier"). Terms of the Letter of
Intent call for Registrant to issue 11,588,891 post-reverse split
shares of its common stock in exchange for all of the issued and
outstanding common stock and preferred stock of Premier.

     Premier Group, Inc. is a company which was established in
September 2003 for the sole purpose of enabling businesses to
outsource services in a more cost-effective and efficient manner.

     Closing of the transaction is subject to certain
requirements including completion of final documentation, due
diligence and other customary pre-closing conditions.  There is
no assurance this transaction will be completed.


Item 9.01.   Financial Statements and Exhibits.

       (c)        Exhibits.

10.1   Letter of Intent by Registrant and PremierBPO, Inc.



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.

Dated: October 7, 2005

SHEFFIELD PHARMACEUTICALS, INC.


                                  By:   /s/ Michael Manion
                                       -------------------
                                        Michael Manion
                                        President

EX-10

October 3, 2005

Premier BPO, Inc.
The Crusman Building,
55 N. First Street, Suite 300
Clarksville, Tennessee 37040

Attention:  Mark Briggs, Chairman and Chief Executive Officer

Re:   Letter of Intent ("Letter of Intent") for the exchange of
"restricted" shares of Sheffield Pharmaceuticals, Inc., a
Delaware Corporation, ("Sheffield") for all of the issued and
outstanding shares of common and preferred stock of Premier BPO,
Inc., a  Delaware Corporation, ("Premier") by the formation and
merger of a wholly-owned subsidiary of Sheffield ("Subsidiary")
with and into Premier (the "Merger"), with Premier being the
surviving corporation and the stockholders of Premier being
issued shares of common stock of Sheffield under the Merger.

Dear Mr. Briggs:

This letter will confirm the following general terms upon which
the Boards of Directors of Sheffield, Subsidiary, and Premier
will adopt an Agreement and Plan of Merger (the "Merger
Agreement" or "Plan of Merger") and whereby Sheffield will
exchange shares of its $0.001 par value voting common stock for
all of the issued and outstanding shares of common and preferred
stock of Premier on the Merger of Subsidiary with and into
Premier and whereby Premier will become a wholly-owned
subsidiary of Sheffield, on the closing of the Agreement (the
"Closing").

We propose that a definitive agreement, which will set forth in
detail our intent upon the following general terms and
conditions, be negotiated, approved by the respective Boards of
Directors, and executed:

A.   The Exchange.

(i)   Sheffield shall issue approximately 11,588,891 shares
or approximately 90% of its issued and outstanding
post-split, post-Plan-of-Merger $0.001 par-value
common voting stock in exchange for all of the issued
and outstanding common and preferred stock of Premier;

(ii)   At Closing, Monarch Bay Capital Group, LLC ("Monarch
Bay"), Tryant, LLC ("Tryant") and its designees, any
finders, and the existing stockholders of Sheffield,
shall own approximately 1,287,654 shares or
approximately 10% of the issued and outstanding post-
split, post-Plan-of-Merger $0.001 par-value common
voting stock of Sheffield;  Michael Manion, Monarch
Bay and Tryant will receive warrants to purchase an
aggregate of 210,000 shares of Sheffield common stock
at an exercise price of $1.20 per share.  Doherty &
Company, LLC ("Doherty") will receive a warrant to
purchase 289,722 shares of Sheffield common stock at
an exercise price of $1.20 per share.

(iii)   The pre-Closing officers, directors, and the
holders of 5% or more of the Premier common stock
shall have executed and delivered to Sheffield a Leak-
Out Agreement to the effect that they will not sell or
otherwise dispose of any equity securities of
Sheffield for a period of one year (the "Leak-Out
Period") following the Closing except in accordance
with the Leak-Out Agreement, which would allow for the
sale of no more than 1/12th of the registered
securities owned by them per month.

(iv)   Upon Closing, Sheffield and Premier shall cooperate to
cause to establish a DBA of "Premier BPO, Inc.";

(v)   Upon Closing, Premier shall have paid to Tryant, an
amount totaling $300,000 in consideration of their
payment and personal indemnification of Sheffield and
Premier of any and all past liabilities of any type or
nature whatsoever of Sheffield existing at Closing,
which will include the expenses of Sheffield related
to the Plan of Merger, as set forth in Exhibit A, and
the compromise and settlement of any amounts due and
owing for advances of Tryant or otherwise that were
incurred prior to Closing by Sheffield and/or the
other expenses set forth in Exhibit A attached hereto
and incorporated herein by reference.  Tryant will
transfer $250,000 of this amount to Michael Manion for
a number of his shares of Sheffield common stock to be
mutually determined by Tryant and Manion at a later
date.

(vi)   Upon execution of this Letter of Intent, Premier shall
pay $10,000, Monarch shall pay $7,500 and Tryant shall
pay $7,500 of the $25,000 deposit into the Richardson
& Patel, LLP Trust Account, counsel to Sheffield, as a
refundable deposit in consideration for a fourteen-day
due-diligence period, during which fourteen-day due-
diligence period the $25,000.00 shall be returned upon
notification, less any fees incurred by Richardson &
Patel, LLP in conjunction with the preparation of the
Plan of Merger and related documentation, not to
exceed $15,000.  At the expiration of the fourteen-day
due-diligence period, the $25,000 deposit will become
non-refundable.

(vii)   The Merger is intended to be a tax-free
reorganization under the Internal Revenue Code.

(viii)   Conditions Subsequent:

(a) The closing is subject to the simultaneous closing
of the planned minimum of $3,000,000 equity raise.
(b) The Company is compliant with all SEC filing
requirements and has complied with applicable
provisions of Sarbanes-Oxley.

B.   Definitive Agreement.

The definitive agreement shall include, contain, or provide:

(i)   Representations and Warranties.  The principal
executive officer of each of the parties shall certify
the customary and usual representations and warranties
"to the best of his personal knowledge and
information."

(ii)   Opinions of Counsel.  Favorable opinions of counsel
for the corporate parties with respect to good
standing, authorization and execution will be
delivered at Closing.

      (iii)   Financial and Other Information.

(a)   The examination and inspection of the books and
records of each of the parties prior to Closing; the
delivery no later than at Closing of customary
schedules listing each party's material contracts;
real and personal properties; pending, threatened
and contemplated legal proceedings; employees;
assets and liabilities, including contingencies and
commitments; and other information reasonably
requested;

(b)   Prior to the Closing, Premier will provide
audited financial statements consisting of a balance
sheet as of September 30, 2004 and a related
statement of income for the period ended September
30, 2004 which fairly present the financial
condition of Premier as of their respective dates
and for the periods involved, and such statements
shall be prepared in accordance with generally
accepted accounting principles ("GAAP") consistently
applied, on Closing, for such period or periods as
shall be set forth in the definitive agreement that
satisfy Form 8-K requirements for merger
transactions.  For any quarter period since the
year-end statements, Premier will submit un-audited
financial statements, consisting of a balance sheet
and related statement of income prepared in
accordance with the requirements under Form 8-K and
the rules and regulations promulgated there under.
Additionally, Premier will provide a pro forma
balance sheet for inclusion in the Form 8-K that
will be filed within four business days of the
Closing.

(c)   Prior to or in conjunction with the Closing,
Sheffield will have enough authorized stock to issue
to Premier stockholders in connection with paragraph
A(i) above.

(d)   As part of the Plan, Sheffield will exchange
Premier's options totaling approximately 2,248,733
options, which are incentives for employees,
consultants and management.

(e)   Prior to the Closing, Sheffield will provide or
make available an audited balance sheet as of
December 31, 2004, audited income statements for the
two years ended December 31, 2004 which fairly
present the financial condition of Sheffield as of
their respective dates and for the periods involved,
and such statements shall be prepared in accordance
with generally accepted accounting principles
("GAAP") consistently applied.  For any quarter
period since the year-end statements, Sheffield will
provide or make available un-audited financial
statements, consisting of a balance sheet and
related statement of income prepared in accordance
with the requirements under Form 8-K and the rules
and regulations promulgated there under.


(f)   The financial statements of Sheffield shall
reflect no liabilities and no assets at Closing or
satisfactory evidence of payment of all liabilities
shall be provided by a person other than an officer
or representative of Sheffield.

(iv)   Conduct of Business of Sheffield and Premier Pending
Closing. Until consummation or termination of the Plan
of Merger, Sheffield and Premier will conduct business
only in the ordinary course and none of the assets of
Sheffield or Premier shall be sold or disposed of
except within the ordinary course of business without
the written consent of the other party.

      (v) Other.

(a)   Sheffield and Premier shall have received all
permits, authorizations, regulatory approvals and
third party consents necessary for the Closing of the
Plan of Merger, and all applicable legal requirements
shall have been satisfied.

(b)   The definitive agreement shall be executed as
soon as practicable, and Sheffield shall instruct its
legal counsel to immediately prepare all necessary
documentation upon the execution of this Letter of
Intent.

(c)   The Boards of Directors of Sheffield and Premier
and the requisite majority of the stockholders of
Premier required under the laws of the state of
incorporation shall have approved the definitive
agreement.

(d)   Piggyback registration rights shall be granted to
Tryant, Monarch Bay and their designees and to any
finders for twelve months on any "unregistered" and
"restricted" shares held following completion of the
Plan of Merger.

(e)   The pre-Closing officers, directors and the
holders of 5% or more of the Sheffield common stock
and Monarch Bay, Tryant and Doherty shall execute a
Leak-Out Agreement to the effect that they will not
sell or otherwise dispose of any equity securities of
Sheffield for a period of one year (the "Leak-Out
Period") following the Closing except in accordance
with the Leak-Out Agreement, which would allow for the
sale of no more than 1/12th of the registered
securities owned by them per month.

(f)   All notices or other information deemed required
or necessary to be given to any of the parties shall
be given at the following addresses.


      Sheffield Pharmaceuticals, Inc.
      1220 Glenmore Drive
      Apopka, Florida 32712

Monarch Bay Capital Group, LLC
3 Inspiration Point
Laguna Niguel, CA  92677

      Tryant, LLC
      1608 W. 2225 S.
      Woods Cross, UT  84087

   Ryan Hong, Esq.
   Richardson & Patel, LLP
   10900 Wilshire Blvd., Suite 500
   Los Angeles, California 90024

      Premier BPO, Inc.
      The Crusman Building,
      55 N. First Street, Suite 300
      Clarksville, Tennessee  37040


(h)   Any finder's fee or similar payment with respect
to the Plan of Merger (other than the warrants
provided for in A(ii)) shall be paid by the party or
parties agreeing to such fee or payment.

(i)   The definitive agreement shall contain customary
and usual indemnification and hold-harmless
provisions.

(j)   The transactions which are contemplated herein,
to the extent permitted, shall be governed by and
construed in accordance with the laws of the State of
the Delaware.

(k)   Each party and its agents, attorneys and
representatives shall have full and free access to the
properties, books and records of the other party (the
confidentiality of which the investigating party
agrees to retain) for purposes of conducting
investigations of the other party.

(l)   The substance of any public announcement with
respect to the exchange, other than notices required
by law, shall be approved in advance by all parties or
their duly authorized representatives.

(m)   In the event of the abandonment of this Letter of
Intent prior to the execution of the Plan of Merger,
except as provided in paragraph A (vi), each party
shall bear and pay its own costs and expenses and
shall indemnify and hold the other parties harmless
there from. Following execution and delivery of the
Plan of Merger, it will control the rights of the
parties in this respect.

Except as provided in paragraphs A (vi), D and E, this Letter of
Intent merely evidences the intention of the parties hereto and
is not intended to be legally binding. The proposed Merger
contemplated herein may be terminated by any of the parties at
any time prior to the execution of the definitive agreement,
which shall be controlling thereafter, and each of the parties
agrees to hold the others harmless for any attorney's fees,
accountant's fees, expenses or other damages which may be
incurred by failure to consummate the Merger, except as provided
in paragraph A (vi).

C.   Counterparts.

This Letter of Intent may be executed in any number of
counterparts and each such counterpart shall be deemed to be an
original instrument, but all of such counterparts together shall
constitute but one agreement.


D.   Confidentiality.

By its execution hereof,  Sheffield acknowledges to and agrees
with Premier that in the exercise of the several rights granted
to it pursuant to this Letter of Intent, Sheffield, and/or its
agents and affiliates, may become familiar with or aware of
certain Confidential Information (as such term is hereinafter
defined) disclosed by Premier or one or more of its officers,
directors, employees, stockholders, partners, agents or
representatives (each of such relationships being defined herein
as an "Affiliate"). Accordingly, Sheffield hereby agrees that
any and all Confidential Information disclosed or furnished to
it or to any of its Affiliates, by Premier or any of its
Affiliates, is and shall remain proprietary to Premier. Neither
Sheffield, nor any Affiliate of Sheffield, shall have any rights
to distribute or divulge any of such Confidential Information to
any third party without Premier's prior consent, or to use any
of such Confidential Information in any way detrimental to
Premier or any of its Affiliates, or in any way which would
otherwise destroy, injure or impair any of Premier or its
Affiliates' rights in or in respect of any such Confidential
Information including, without limitation, by using any of such
Confidential Information to solicit away from Premier, any of
its employees, contractors, customers, or vendors or other
business relationships, or to establish or assist any person or
entity that is or will be, directly or indirectly, in
competition with Premier. For purposes of this Agreement, the
term "Confidential Information" shall mean any and all
proprietary information belonging to Premier, whether tangible
or intangible, written or oral, including, without limitation,
any intellectual property rights, books and records, computer
software and files, lists of (or proprietary information
concerning) its customers, suppliers, vendors and other business
relationships, and any other item which may properly be
classified as a protected trade secret.  Sheffield expressly
agrees and understands that its agreement to abide by the
provisions of this Section D constitutes a material part of the
consideration inducing Premier to enter into this Letter of
Intent and consider the transactions contemplated herein, and
that any violation of such provisions could create immediate and
irreparable harm to Premier. In the event of any breach of this
Section D, the parties hereby agree that, in addition to
whatever other remedies may be available to Premier, it shall be
entitled to seek injunctive and other equitable relief, and
Sheffield hereby waives any bonding or other requirement as a
precursor thereto.

E.   Termination.  The proposal set forth herein shall expire if
this LOI has not been executed by Premier and delivered to us on
or before 5:00 p.m. PDT on October 3, 2005 or if the Closing has
not occurred by October 31, 2005.

[signature page follows]



If the foregoing correctly sets forth the substance of the
understandings of the parties, please execute this Letter of
Intent in duplicate. Please send a copy of an executed letter of
intent via facsimile to Ryan Hong, Esquire, (310) 208-1154.
Please retain one copy for your records and return one to Ryan
Hong, Esq. at Richardson & Patel, LLP, 10900 Wilshire Blvd,
Suite 500, Los Angeles, California 90024, telephone: (310) 208-
1182.  In addition, please send via wire transfer the deposit of
$25,000.00 to the Richardson & Patel, LLP. Trust Account.

Very truly yours,

/s/ Jeff D. Jenson
- -----------------------
Jeff D. Jenson, Managing Director

Tryant, LLC.


/s/ Michael F. Manion
Michael F. Manion, CEO, CFO, and Chairman
Sheffield Pharmaceuticals, Inc.


/s/ David Walters
David Walters, President
Monarch Bay Capital, LLC



Accepted this 3rd day of October, 2005.
Premier BPO, Inc.


/s/ Mark Briggs
Mark Briggs, Chairman and Chief Executive Officer
Premier BPO, Inc.





EXHIBIT "A"

Except as otherwise agreed the following expenses will be
included and paid by Tryant in conjunction with the Plan Merger,
assuming receipt by the Richardson & Patel Trust Account of the
$25,000 deposit and the receipt by Tryant of the balance of
$290,000 from Premier upon Closing:

*   Legal work to be completed by Ryan Hong, Esq., Richardson &
Patel, LLP.

      -   Plan of Merger.

*   Execution of Closing documents by officers and directors of
Sheffield and
      Premier.

      -   Sheffield officers and directors will offer
resignations.
      -   Close of escrow on funds and transfer of shares.

*   Post-Plan-of-Merger filings are made, with the following
agencies.

- -   Cooperate to create a DBA "Premier, Inc.".
- -   Certificate of Designation - define rights, title, and
preferences for classes of stock or warrants that are
authorized (pre-Plan of Merger task).
      -   National Quotation Bureau ("NQB") - new CUSIP number.
      - National Association of Securities Dealers ("NASD") -
request new symbol - submit top three choices.


The following expenses will be included and paid by Premier, in
conjunction with the Plan of Merger;

*   Form 8-K reflecting consolidated, combined financials
statements of Premier and Sheffield within four business
days of transaction;

*        Prepare and disseminate the Information Statement
regarding the name change;

*   S-3 or SB-2 Registration statement preparation and filing;

*   Order and issue new certificates;

*   Premier audited Financial Statements; and

*   Pro forma combined balance sheet taking into consideration
the Plan of Merger.