UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report: January 14, 2011
BioElectronics
Corporation
(Exact
name of registrant as specified in its charter)
|
Maryland
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000-51809
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52-2278149
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|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer ID No.)
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4539
Metropolitan Court
Frederick,
Maryland 21704
(Address
of Principal Executive Offices)
Phone: 301.874.4890
Fax: 301.874.6935
Registrant's
Telephone and Fax Number, Including Area Code
______________________________________________________
(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):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d -2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e -4(c))
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Item
4.01 Change in Registrant’s Certifying Accountant
Previous
Independent Registered Public Accounting Firm
On
January 11, 2011, the Board of Directors of BioElectronics Corporation (the
“Company”) learned that its independent auditor Berenfeld, Spritzer, Shechter,
Sheer, LLP (“Berenfeld”) ceased operations and dissolved its operations in the
State of Florida in December 2010.
Berenfeld’s
reports on the Company’s financial statements as of and for the years ended
December 31, 2006 through 2009 did not contain an adverse opinion or disclaimer
of opinion and were not qualified as to uncertainty, audit scope, or accounting
principles. However, the reports for fiscal 2008 and 2009 were modified for
substantial doubt as to the Company’s ability to continue as a going
concern.
During
the years ended December 31, 2009 and 2008, and through Berenfeld’s liquidation
in December 2010, there were (1) no disagreements with Berenfeld on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Berenfeld, would have caused Berenfeld to make reference to the
subject matter of the disagreements in connection with its reports, and (2) no
events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of
Regulation S-K.
Since
Berenfeld ceased operations and liquidated, no employees remain within
Berenfeld. Consequently, we attempted, but were unable, to request that
Berenfeld furnish us with a letter, pursuant to Item 304(a) of Regulation S-K,
addressed to the SEC, stating whether or not it agrees with the above
statements.
Engagement
of New Independent Registered Public Accounting Firm
Concurrent
with the liquidation of Berenfeld, the Board of Directors of the Company
approved the appointment of Cherry, Bekaert, and Holland (“CBH”) as
the Company’s independent auditor.
During
the years ended December 31, 2009 and 2008 and through the date hereof, neither
the Company nor anyone acting on its behalf consulted CBH with respect to (i)
the application of accounting principles to a 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 or oral advice was provided that CBH concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was the subject
of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v),
respectively, of Regulation S-K.
The
Company's press release regarding the change of auditors is furnished herewith
as Exhibit 99.2.
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.
Dated:
January 14, 2011
BioElectronics
Corporation
By: /s/ Andrew J. Whelan
Andrew J.
Whelan
Chief
Executive Officer