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: January 13, 2011

BioElectronics Corporation
 (Exact name of registrant as specified in its charter)
 
Maryland
000-51809
52-2278149
(State of Incorporation)
(Commission File No.)
(IRS Employer ID No.)

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):

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

o
Soliciting 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 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.
 
 
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 12, 2011

 
BioElectronics Corporation

By: /s/ Andrew J. Whelan                 
Andrew J. Whelan
Chief Executive Officer

 
EXHIBIT INDEX
 
Exhibit No.
 
Description
     
99.1
 
Press Release, dated December 22, 2010
     
99.2
 
Press Release, dated January 13, 2011
 
 
 
Exhibit 99.1
 
 

BioElectronics Corporation Engages MUNCmedia to Lead 12 Month Real-Time Retail Investor Communications Program

FREDERICK, MD--(Marketwire - December 22, 2010) - BioElectronics Corporation (PINKSHEETS: BIEL ) is pleased to announce the engagement 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 .

Retail investors, often overlooked and underappreciated, are continuing to show their strength and ability in the purchase of early-stage companies' stock on an individual basis. A 2010 report issued by ING DIRECT USA/ShareBuilder paints a very optimistic portrait of today's retail investors and the escalating trend of self-reliant individual investors in the purchase of stocks on the public markets. MUNCmedia's network reaches and communicates with these individual investors.

"MUNCmedia is focused on helping companies like BioElectronics to achieve a balance in their shareholder base between, for example, Private Equity funds as long-term shareholders and a strong retail investor following with long-term investment goals. BioElectronics is optimistic about the opportunities to utilize MUNCmedia's Investor Relations programs which target Main Street retail investors," said Andrew Whelan, CEO of BioElectronics.

"We laud BioElectronics for already thinking and working like a large-cap company in regard to transparency," said Matt Bird, CEO of MUNCmedia. "Their commitment to openness and equal treatment toward all investors will certainly bring commercial and financial rewards. We look forward to helping BioElectronics tell their story to a worldwide audience."

About BioElectronics:
 
BioElectronics Corporation (PINKSHEETS: BIEL) is the maker of safe, inexpensive, drug-free medical devices and patches that deliver pulsed electromagnetic energy to relieve pain and inflammation. The company's wafer thin patches contain an embedded microchip and battery that deliver pulsed electromagnetic energy, a clinically proven and widely accepted anti-inflammatory and pain relief therapy that heretofore has only been possible to obtain from large, facility-based equipment. BioElectronics markets and sells its current products under the brand names ActiPatch®, RecoveryRx™, Allay™ Menstrual Pain Therapy and HealFast™ Therapy for cats, dogs and horses. The company is headquartered in Frederick, MD. For more information, visit www.bielcorp.com .

About MUNCmedia: Market Update Network, Corp.

MUNCmedia is the first Information Media Network and world leader in web-based Retail Investor Targeting solutions. We provide online corporate communications, research and media solution to companies worldwide.

From targeting press releases one-to-one to individual investors to Retail Investor Conferences, MUNCmedia helps companies deliver targeted and scalable messages to the precise audience in real-time. Hundreds of companies, IR and PR agencies, stock exchanges and integrated newswires rely on MUNCmedia services to deliver news messages to the retail financial community every day with measurable results.

MUNCmedia was founded in 2006 and is headquartered in New York, NY with regional offices in Bellevue, WA, Vancouver, BC and Boston. We currently service over 500 direct public company issuers, 40 IR agency partners and have sales and marketing partners across the globe.

Forward-Looking Statements:
 
This press release may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations reflected in such forward-looking statements will prove to have been correct. BioElectronic's actual results could differ materially from those anticipated in the forward-looking statements. BioElectronics refers you to the cautionary statements and risk factors set forth in the documents it files with the Securities and Exchange Commission ( http://www.sec.gov ). The Company is under no obligation (and expressly disclaims any obligation) to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise
 
 
 
 

 
Exhibit 99.2
 
 
Company Contact:


Mr. Andrew J. Whalen
Chief Executive Officer
BioElectronics Corporation
4539 Metropolitan Court
Frederick, Maryland 21704
Tel: 301,874.4890
Fax: 301.874.6935
Email: info@bielcorp.com
www.bielcorp.com

FOR RELEASE AT 8:00 a.m. EST (New York) on January 13, 2011

Bioelectronics Corporation Appoints Cherry, Bakaert and Holland as its Independent Registered Public Accounting Firm

FREDERICK, Maryland, January 13, 2011   -- BioElectronics Corporation (PINKSHEETS: BIEL.PK the “Company”), today announced that it has replaced Berenfeld, Spritzer, Shechter, Sheer, LLP (“Berenfeld”) as the Company’s independent registered public accounting firm and has appointed  Cherry, Bakaert, and Holland. In December 2010,  Berenfeld ceased operations and liquidated in the State of Florida.

The decision to change auditors was not the result of any disagreement between the Company and Berenfeld on any matter of accounting practices, financial statement disclosure, or auditing scope or procedure. The change was authorized and approved by the Company’s board of directors on January 11, 2011.


About BioElectronics:
BioElectronics Corporation (PINKSHEETS: BIEL) is the maker of safe, inexpensive, drug-free medical devices and patches that deliver pulsed electromagnetic energy to relieve pain and inflammation. The company's wafer thin patches contain an embedded microchip and battery that deliver pulsed electromagnetic energy, a clinically proven and widely accepted anti-inflammatory and pain relief therapy that heretofore has only been possible to obtain from large, facility-based equipment. BioElectronics markets and sells its current products under the brand names ActiPatch®, RecoveryRx™, Allay™ Menstrual Pain Therapy and HealFast™ Therapy for cats, dogs and horses. The company is headquartered in Frederick, MD. For more information, visit www.bielcorp.com .
 
 -end-