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~~February 1314, 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~~Other ~~into a Material Definitive Agreement~~Events

~~Engages~~From its ~~MUNCmedia~~inception toin ~~Lead~~April 122000, ~~Month~~the ~~Real-Time~~Company ~~Retail~~claimed ~~Investor~~an ~~Communications~~exemption from registration and ~~Program~~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.

~~BioElectronics Corporation~~While (the “ Company”) ~~engaged~~denies ofany ~~MUNCmedia~~wrongdoing, tothe ~~conduct~~Company ~~communications~~reached ~~with retail~~a ~~investors~~settlement ~~via~~with ~~their~~the Maryland ~~real-time~~Securities ~~information~~Commission ~~media~~in ~~network.~~August ~~MUNCmedia utilizes~~2007, anbut ~~innovative,~~had ~~transparent~~not ~~communications~~filed ~~strategy~~forms ~~specifically~~10-Q ~~focused~~and on10-K ~~individual~~for ~~investors~~the ~~with~~years aended ~~long-term~~December ~~investment~~31, ~~focus.~~2006 ~~BioElectronics~~through ~~has~~2008. The Company ~~entered~~has ~~into~~subsequently adecided 12to ~~month~~voluntarily ~~contract~~file ~~with~~said ~~MUNCmedia~~forms ~~which~~10-Q ~~will~~and ~~facilitate~~10-K ~~direct~~with the ~~communications~~Securities ~~into~~and ~~MUNCmedia's~~Exchange ~~network~~Commission. ofAccordingly, ~~over~~the 90Company ~~million~~intends ~~retail~~to ~~investors and~~file ~~two~~said ~~live~~forms ~~presentations~~as atdescribed ~~RetailInvestorConferences~~below.~~com.~~

~~The~~As a ~~Company's~~result ~~press~~of ~~release~~the ~~regarding~~dissolution of our previous independent auditors, the ~~change~~Company ofhas engaged its new independent auditors, isCherry, ~~furnished~~Baekart, ~~herewith~~and Holland, LLP as(“CBH”). Refer ~~Exhibit~~to Form 998-K filed by the Company on February 13, 2011.1.

~~Item~~The ~~4.01~~Company ~~Change~~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 ~~Registrant’s~~the ~~Certifying~~Form ~~Accountant~~10-K/A for years ended December 31, 2008 and 2009:

~~Previous Independent~~1. ~~Registered~~A ~~Public~~copy ~~Accounting~~of ~~Firm~~our previous independent auditor’s report

~~On January~~2. ~~11,~~A ~~2011,~~legend on the ~~Board~~face of ~~Directors~~the copy of ~~BioElectronics~~the ~~Corporation~~previous ~~(the “Company”)~~issued ~~learned~~report that ~~its~~the ~~independent~~report ~~auditor~~is ~~Berenfeld,~~a ~~Spritzer,~~copy ~~Shechter, Sheer,~~of ~~LLP~~the ~~(“Berenfeld”)~~previously ~~ceased~~issued ~~operations~~report and ~~dissolved~~the ~~its~~ceased ~~operations~~firm inhas ~~the State~~not ofreissued ~~Florida~~the ~~in December 2010~~report.

~~Berenfeld’s reports~~3. onA ~~the~~clear ~~Company’s~~disclosure ~~financial~~on ~~statements as of and for~~ the ~~years~~limitations ~~ended December~~on ~~31,~~recovery ~~2006~~by ~~through~~investors ~~2009~~due ~~did~~to ~~not~~the ~~contain~~lack ~~an adverse opinion or disclaimer~~ of ~~opinion~~a ~~and~~reissued ~~were~~audit ~~not~~report ~~qualified~~on orthe ~~modified~~prior asfinancial ~~to uncertainty, audit scope, or accounting principles~~statements.

~~During~~CBH will ~~the~~be ~~years~~required ~~ended~~to ~~December~~audit ~~31,~~the ~~2009~~Company ~~and~~should ~~2008,~~any ~~and~~restatements ~~through~~occur ~~Berenfeld’s liquidation~~ in ~~December~~years ~~2010, there were (1) no disagreements with Berenfeld on any matter~~ended ofDecember ~~accounting principles or practices~~31, ~~financial~~2008 ~~statement~~and ~~disclosure~~2009. However, ~~or auditing~~the ~~scope~~Company ordoes ~~procedures, which disagreements, if~~ not ~~resolved~~believe ~~to the~~a ~~satisfaction~~restatement ofis ~~Berenfeld,~~likely ~~would~~for ~~have~~these ~~caused~~years. ~~Berenfeld~~The toCompany ~~make~~is ~~reference~~currently torequesting ~~the~~a ~~subject~~waiver ~~matter~~for of the ~~disagreements~~auditor inconsent ~~connection~~for ~~with~~the ~~its~~years ~~reports~~ended December 31, 2006 and ~~(2)~~2007 noas ~~events of~~ the ~~type~~previous ~~listed~~independent inaudit ~~paragraphs~~firm ~~(A)~~has ~~through~~been ~~(D) of Item 304(a)(1)(v) of Regulation S-K~~dissolved.

~~Since~~Furthermore ~~Berenfeld ceased operations~~ and ~~liquidated,~~as wepart ~~were~~of ~~unable~~its toForm ~~request~~10K/A ~~that Berenfeld~~for ~~furnish~~fiscal usyears ~~with~~December ~~a letter~~31, ~~pursuant~~2006 tothrough ~~Item 304(a) of Regulation S-K~~2009, ~~addressed to~~ the ~~SEC~~Company ~~stating~~will ~~whether~~file ~~or not it agrees with~~ the ~~above statements.~~following:

~~Engagement of~~1. ~~New~~Audited ~~Independent~~financial ~~Registered~~statements ~~Public~~for ~~Accounting~~the ~~Firm~~fiscal years ended December 31, 2006 through December 31, 2009 (prepared in accordance with Article 8 of Regulation S-X);

~~Concurrent with~~2. ~~the~~Unaudited ~~liquidation~~(but ofreviewed ~~Berenfeld,~~by ~~the~~independent ~~Board~~auditors) ofquarterly ~~Directors~~financial ofstatements ~~the~~by ~~Company approved~~CBH, for the ~~appointment~~sixteen ~~of Cherry,~~quarters ~~Bekaert,~~in ~~and~~2006 ~~Holland~~through ~~(“CBH”)~~2009 as consistent with the ~~Company’s~~requirements ~~independent~~of ~~auditor.~~Article 10 of Regulation S-X; and

~~During the~~3. ~~years~~Management’s ~~ended~~Discussion ~~December 31, 2009~~ and ~~2008~~Analysis ~~and~~disclosure ~~through~~for the ~~date~~fiscal ~~hereof,~~years ~~neither the~~ended ~~Company~~December ~~nor~~31, ~~anyone~~2006 ~~acting~~through onDecember ~~its~~31, ~~behalf~~2009, ~~consulted~~as ~~CBH~~well ~~with~~as ~~respect to (i)~~ the ~~application~~sixteen offiscal ~~accounting~~quarters ~~principles~~in to2006 athrough ~~specified transaction~~2009, ~~either completed~~which orwill ~~proposed,~~separately oraddress the ~~type~~annual ofand ~~audit~~quarterly ~~opinion that might be rendered on the Company’s financial statements~~periods, ~~and~~as ~~neither~~well ~~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 tonarrative ~~the~~disclosure ~~accounting, auditing or financial reporting issue; or (ii) any matter that was the subject~~ of aoperating ~~disagreement~~results, ortrends, ~~reportable~~and ~~events~~liquidity ~~set~~for ~~forth~~each ininterim ~~Item 304(a)(1)(iv)~~ and ~~(v), respectively,~~annual ~~of Regulation S-K~~period.

The Company's ~~press~~plans ~~release~~to ~~regarding~~file the ~~change~~above items in aggregate by March 15, 2011 in lieu of filing ~~auditors~~separate isForms ~~furnished~~10-K ~~herewith~~for the fiscal years ended December 31, 2006 through asDecember ~~Exhibit~~31, 992009 and Forms 10-Q for each of the quarters in 2006 through 2009.2.

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~~February 1216, 2011

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

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

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