Item
1.01 Entry into a Material Definitive Agreement
Engages
MUNCmedia to Lead 12 Month Real-Time Retail Investor Communications
Program
BioElectronics
Corporation (the “Company”) engaged of MUNCmedia to conduct communications with
retail investors via their real-time information media network. MUNCmedia
utilizes an innovative, transparent communications strategy specifically focused
on individual investors with a long-term investment focus. BioElectronics has
entered into a 12 month contract with MUNCmedia which will facilitate direct
communications into MUNCmedia's network of over 90 million retail investors and
two live presentations at RetailInvestorConferences.com.
The
Company's press release regarding the change of auditors is furnished herewith
as Exhibit 99.1.
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 or modified as to uncertainty, audit scope, or
accounting principles.
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, we 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.