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: February 14, 2011
BioElectronics
Corporation
(Exact
name of registrant as specified in its charter)
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Maryland
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000-51809
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52-2278149
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(State
of Incorporation)
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(Commission
File No.)
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(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):
¨
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
1.01 Other Events
From its
inception in April 2000, the Company claimed an exemption from registration and
filing with the Maryland Securities Commission. The Company, as a result of a
legal opinion by its previous legal counsel Kirkpatrick & Lockhart,
Nicholson, Graham, LLP and another law firm, had believed it was exempt from
registration.
While the
Company denies any wrongdoing, the Company reached a settlement with the
Maryland Securities Commission in August 2007, but had not filed forms 10-Q and
10-K for the years ended December 31, 2006 through 2008. The Company
has subsequently decided to voluntarily file said forms 10-Q and 10-K with the
Securities and Exchange Commission. Accordingly, the Company intends to file
said forms as described below.
As a
result of the dissolution of our previous independent auditors, the Company has
engaged its new independent auditors, Cherry, Baekart, and Holland, LLP
(“CBH”). Refer to
Form 8-K filed by the Company on February 13, 2011.
The
Company will file financial statements included with Form 10-K/A for the years
ended December 31, 2006 through 2009, and include will include the following
disclosures in the Form 10-K/A for years ended December 31, 2008 and
2009:
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1.
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A
copy of our previous independent auditor’s
report
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2.
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A
legend on the face of the copy of the previous issued report that the
report is a copy of the previously issued report and the ceased firm has
not reissued the report.
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3.
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A
clear disclosure on the limitations on recovery by investors due to the
lack of a reissued audit report on the prior financial
statements.
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CBH will
be required to audit the Company should any restatements occur in years ended
December 31, 2008 and 2009. However, the Company does not believe a
restatement is likely for these years. The Company is currently requesting a
waiver for the auditor consent for the years ended December 31, 2006 and 2007 as
the previous independent audit firm has been dissolved.
Furthermore
and as part of its Form 10K/A for fiscal years December 31, 2006 through 2009,
the Company will file the following:
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1.
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Audited
financial statements for the fiscal years ended December 31, 2006 through
December 31, 2009 (prepared in accordance with Article 8 of Regulation
S-X);
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2.
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Unaudited
(but reviewed by independent auditors) quarterly financial statements by
CBH, for the sixteen quarters in 2006 through 2009 consistent with the
requirements of Article 10 of Regulation S-X;
and
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3.
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Management’s
Discussion and Analysis disclosure for the fiscal years ended December 31,
2006 through December 31, 2009, as well as the sixteen fiscal quarters in
2006 through 2009, which will separately address the annual and quarterly
periods, as well as narrative disclosure of operating results, trends, and
liquidity for each interim and annual
period.
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The
Company plans to file the above items in aggregate by March 15, 2011 in lieu of
filing separate Forms 10-K for the fiscal years ended December 31, 2006 through
December 31, 2009 and Forms 10-Q for each of the quarters in 2006 through
2009.
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:
February 16, 2011
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BioElectronics
Corporation
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By:
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/s/ Andrew J. Whelan
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Andrew
J. Whelan
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Chief
Executive Officer
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