Maryland
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
3845
(Primary
Standard Industrial
Classification
Code Number)
|
52-2278149
(I.R.S.
Employer
Identification
No.)
|
Title
of Each
Class
of Securities
To
be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Offering
Price
Per Share(1)
|
Proposed
Maximum
Aggregate
Offering
Price(1)
|
Amount
of
Registration
Fee
|
Common
Stock, $.001 par value(2)
|
13,310,001
shares
|
$0.36
|
$4,791,600.36
|
$512.70
|
Common
Stock, $.001 par value
(3)
|
7,583,001
shares
|
$0.36
|
$2,729,880.36
|
$292.10
|
Common
Stock, $.001 par value(4)
|
10,000,000
shares
|
$0.36
|
$3,600,000.00
|
$385.20
|
Total
Registration Fee
|
30,893,002
shares
|
_____
|
11,121,480.72
|
$1,190.00
|
(1)
|
Estimated
solely for the purpose of computing the amount of the registration
fee
pursuant to Rule 457(c) based on the average of the high and low
prices on
the Pink Sheets on February 13,
2006.
|
(2)
|
The
shares of common stock being registered hereunder are being registered
for
resale by certain selling stockholders
named in the prospectus upon conversion of outstanding secured convertible
notes. In accordance with Rule 416(a), the registrant is also registering
hereunder an indeterminate number of shares that may be issued and
resold
to prevent dilution resulting from stock splits, stock dividends
or
similar transactions.
|
(3)
|
The
shares of common stock being registered hereunder are being registered
for
resale by certain selling stockholders named in the prospectus upon
exercise of outstanding five-year warrants.
In
accordance with Rule 416(a), the registrant is also registering hereunder
an indeterminate number of shares that may be issued and resold to
prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
|
(4)
|
The
shares of common stock being registered hereunder are being registered
for
sale of the shares of the Company’s common stock in a best efforts,
self-underwritten, offering directly to the
public.
|
Page
|
|
PROSPECTUS
SUMMARY
|
4
|
OUR
COMPANY
|
4
|
RISK
FACTORS
|
8
|
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
16
|
USE
OF PROCEEDS
|
16
|
DILUTION
|
17
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
|
18
|
CONDITION
AND RESULTS OF OPERATIONS
|
18
|
BUSINESS
|
21
|
MANAGEMENT
|
31
|
PRINCIPAL
STOCKHOLDERS
|
36
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
38
|
DESCRIPTION
OF SECURITIES
|
39
|
SHARES
ELIGIBLE FOR FUTURE SALE
|
40
|
SELLING
STOCKHOLDERS
|
40
|
PLAN
OF DISTRIBUTION
|
42
|
LEGAL
MATTERS
|
44
|
EXPERTS
|
44
|
INTERESTS
OF NAMED EXPERTS AND COUNSEL
|
45
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
45
|
AVAILABLE
INFORMATION
|
45
|
INDEX
TO FINANCIAL STATEMENTS
|
F-1
|
· |
Heel
Pain
|
· |
Carpal
Tunnel
|
· |
Tennis
Elbow
|
· |
Frozen
Shoulder
|
· |
Breast
Augmentation
|
· |
Blepharoplasty
|
· |
Rhinoplasty
|
· |
Facial
Surgery
|
· |
Tummy
Tucks
|
· |
Liposuction
|
· |
Ischemic
Ulcers
|
· |
Diabetic
Ulcers
|
· |
Bed
sores
|
· |
Sprains
|
· |
Strains
|
· |
Muscle
spasms
|
· |
General
Surgical Proceedures
|
· |
Oral
Surgery
|
· |
Ankle
|
· |
Knee
|
· |
Wrist
|
· |
Neck
|
· |
Easy
to use
|
· |
Non-invasive
relief of pain and swelling
|
· |
Drug-free
and clinically proven
|
· |
Inexpensive,
only a few dollars a day
|
· |
Therapeutically
beneficial, unlike Transcutaneous Electrical Nerve Stimulators
(TENS)
units or
painpatches,
each of which only mask the pain.
|
· |
Received
U.S. Food and Drug Administration (the “FDA”) market clearance to sell its
ActiPatch Therapy
device
for the treatment of edema (swelling) following blepharoplasty
(eye
surgery);
|
· |
Received
ISO Certification and CE Mark (European Common Market) Certification
for
the ActiPatch
Therapy
device;
|
· |
Received
Canadian approval to sell ActiPatch Therapy for the relief of pain
and
muscle skeletal complaints,
without
prescription. Initial Canadian reimbursement approvals are starting
to
come in;
|
· |
Executed
key international and domestic sales and distribution
agreements;
|
· |
Established
an internal direct response sales and marketing
operation;
|
· |
Executed
an agreement with a major over-the-counter foot
care manufacturer and distibutor to sell and market
our
retail foot care products;
|
· |
Initiated
the adoption of its ActiPatch Therapy products by a number of professional
sports teams;
|
· |
Established
and maintained an intellectual property portfolio covering both
the
product design, medical use and the
energy
signal; and
|
· |
Established
a 3-5 year pipeline of new products for the treatment of sports
injuries,
bone fractures, pain,
chronic
wounds, skin conditions and arthritis.
|
Common Stock Offered |
30,893,002
shares
|
Common Stock Offered by the Selling Stockholders | 20,893,002 shares. The 7,583,001 warrant shares included in such shares will be issued by the Company. Although the Company will not receive any of the proceeds from the sale of the shares, it will receive the proceeds from the exercise, if any, of the warrants included therein. |
Common Stock Outstanding at December 31, 2005(1) |
62,484,892
shares
|
Use of Proceeds of the Offering |
We
will not receive any of the proceeds from the sale of the shares
by the
Offering, except upon exercise of certain Common Stock purchase
warrants.
|
Use of Proceeds of the Direct Offering | We will receive proceeds from the sale of the shares offered in the Direct Offering. |
Pink Sheet Ticker Symbol | BIEL |
(1)
|
Does
not include (i) 3,000,000 shares that are issuable upon the conversion
of
outstanding convertible notes with a conversion price of $0.25
per share,
(ii) 835,000 restricted compensatory shares that have not been
earned or
issued and 165,000 shares which have been earned and not issued
to certain
of our corporate officers (iii) 8,683,001 shares issuable upon
the
exercise of outstanding warrants with exercise prices ranging from
$.33 to
$.50 per share, subject to adjustment, or (iv) 5,685,000 shares
issuable
upon the exercise of outstanding options with exercise prices ranging
from
$.30 to $.50 per share, subject to adjustment granted under our
2005
Equity Incentive Plan.
|
Fiscal
Year Ended
December
31,
|
Nine
Months Ended
September 30,
|
||||||||||||
2003
|
2004
|
2004
|
2005
|
||||||||||
Net
revenues
|
$
|
30,497
|
$
|
302,002
|
$
|
300,112
|
$
|
551,611
|
|||||
Loss
from operations
|
$
|
549,209
|
$
|
771,127
|
$
|
379,790
|
$
|
785,556
|
|||||
Net
loss
|
$
|
568,087
|
$
|
792,799
|
$
|
388,195
|
$
|
815,646
|
|||||
Net
loss per common share
|
.02157
|
.017
|
.009
|
.015
|
|||||||||
Weighted
average number of common shares Outstanding
Basic
|
26,333,333
|
45,976,334
|
44,329,482
|
56,014,225
|
|||||||||
Diluted
|
N/A
|
N/A
|
N/A
|
N/A
|
September
30, 2005
|
||||
Working
capital
|
$
|
86,965
|
||
Total
assets
|
$
|
704,876
|
||
Total
liabilities
|
$
|
789,265
|
||
Stockholders’
deficiency
|
$
|
84,389
|
· |
stop
selling those products that use or incorporate the challenged intellectual
property;
|
· |
attempt
to obtain a license to sell or use the relevant technology or substitute
technology, which license may not be available on reasonable terms
or at
all; or
|
· |
redesign
those products that use the relevant technology, which the Company
may not
be able to do on a timely or cost effective basis, or at
all.
|
●
|
the
amount and timing of expenditures relating to the rollout of our
Actipatch
Therapy products
|
●
|
our
ability to obtain, and the timing of, additional regulatory
approvals;
|
●
|
the
rate at which we are able to attract customers within our target
markets
and our ability to retain these customers at sufficient aggregate
revenue
levels;
|
●
|
the availability of financing to continue our expansion; |
●
|
technical
difficulties in manufacturing the products or network
downtime;
|
●
|
the
introduction of new services, products or technologies by our competitors
and resulting pressures on the pricing of our
service.
|
Application
of Proceeds
|
Approximate
Dollar Amount
|
Approximate
Percentage of Net Proceeds
|
|||||
Sales
and Marketing
|
$
|
4,000,000
|
60.9
|
%
|
|||
Working
capital and general corporate purposes
|
$
|
2,572,631
|
39.1
|
%
|
|||
Total
|
$
|
7,087,431
|
100
|
%
|
Fiscal
2004
|
Low
|
High
|
|||||
Second
Quarter (commencing April 12)
|
$
|
0.17
|
$
|
1.05
|
|||
Third
Quarter
|
$
|
0.28
|
$
|
0.50
|
|||
Fourth
Quarter
|
$
|
0.31
|
$
|
0.47
|
|||
Fiscal
2005
|
|||||||
First
Quarter
|
$
|
0.30
|
$
|
0.60
|
|||
Second
Quarter
|
$
|
0.28
|
$
|
0.55
|
|||
Third
Quarter
|
$
|
0.35
|
$
|
0.41
|
|||
Fourth
Quarter
|
$
|
0.23
|
$
|
0.52
|
· |
Easy
to use
|
· |
Noninvasive
relief of pain and swelling
|
· |
Drug-free
and clinically proven
|
· |
Inexpensive,
only a few dollars a day
|
· |
Therapeutically
beneficial
|
· |
Received
U.S. Food and Drug Administration (the "FDA") market clearance
to sell its
ActiPatch Therapy device for the treatment of
edema
(swelling) following blepharoplasty (eye
surgery);
|
· |
Received
ISO Certification and CE Mark (European Common Market) Certification
for
the ActiPatch Therapy device;
|
· |
Received
Canadian approval to sell ActiPatch Therapy for the relief of pain
and
muscle skeletal complaints, without prescription.
Initial
Canadian reimbursement approvals are starting to come
in;
|
· |
Executed
key international and domestic sales and distribution
agreements;
|
· |
Established
an internal direct response sales and marketing
operation;
|
· |
Executed
an agreement with a major over-the-counter foot
care manufacturer and distributor to sell and market our retail
foot care products;
|
· |
Initiated
the adoption of its ActiPatch Therapy products by a number of professional
sports teams;
|
· |
Established
and maintained an intellectual property portfolio covering both the
product design, medical use and the energy signal;
and
|
· |
Established
a 3-5 year pipeline of new products for the treatment of sports
injuries,
bone fractures, pain, chronic wounds, skin conditions and arthritis.
|
· |
Broaden
ActiPatch Therapy Product Line and Target Specific Product
Applications.
The Company will continue to expand its ActiPatch Therapy product
line by
leveraging its proprietary pulsed electromagnetic energy therapy
technologies to create new and unique product configurations for
specific
medical and surgical procedures in which soft tissue injuries must
be
treated or repaired. The Company believes, by developing products
to
address specific medical applications, its sales and marketing
processes
will be simplified, the levels of efficacy of its products will
be
increased and the Company will be able to include with its product
packaging more specific directions for usage and, if required,
an explicit
affixing accessory.
|
· |
Emphasize
Clinical Advantage.
The Company will focus on developing products that enable medical
or
surgical procedures to be more clinically effective by reducing
patient
risk and accelerating tissue
healing.
|
· |
Develop
Physician Relationships.
The Company’s marketing and sales strategy emphasizes the establishment of
strong working relationships with physicians, surgeons and other
medical
personnel in order to assess and satisfy their needs for products
and
services. The Company intends to sponsor both domestic and international
training sessions to educate physicians and surgeons in the use
of the
Company’s products. The Company expects that as these relationships
develop and as use of the Company’s ActiPatch Therapy products becomes
more widespread, surgeons will develop additional uses for the
products.
The Company is also thinking of developing relationships with one
or more
distributors to increase sales of the ActiPatch Therapy
products.
|
· |
Reduce
Product Costs.
The Company will seek to design and develop cost competitive products
that
have significant clinical advantages. In addition, the Company
will
continue to improve its manufacturing processes to achieve decreases
in
per-unit product cost while maintaining the highest level of quality
assurance and physician
satisfaction.
|
· |
Increase
International Market Presence.
The Company intends to expand and strengthen its distribution network
to
increase its international physician training and marketing activities
and
to promote the acceptance of the Company’s core technologies and products
in markets outside the United States. Initially, the Company will
seek to
accelerate its expansion into the European retail market as funding
and
new products become available.
|
· |
Direct
Consumer Marketing. The
Company intends to increase acceptance and demand for its ActiPatch
Therapy products in the United States by seeking increased physician
product acceptance and simplifying its product offerings through
the
development of disease-specific applications as discussed above,
seeking
product sponsorship or endorsements by leading professional sports
teams
and organizations, and through focused advertising to launch its
U.S.
retail operations.
|
· |
Provide
portable, disposable and noninvasive relief of pain and
swelling;
|
· |
Shorten
or halt the inflammatory phase of an
injury;
|
· |
Reduce
edema (swelling) and pain;
|
· |
Restore
cell-to-cell communication and thus accelerate tissue
healing;
|
· |
Minimize
the appearance of scars;
|
· |
Increase
the strength of the regenerated tissue;
and
|
· |
Improve
lymphatic flow, thus resulting in the reduction of bruising and
the
improvement of the wound.
|
· |
Physicians’
specialties, including plastic surgery centers, orthopedics, general
surgery and other surgeons, podiatrists, chiropractor clinics and
oral
surgeons;
|
· |
Hospitals;
|
· |
Extended
care facilities (including nursing homes and rehabilitation centers);
and
|
· |
Home
health care providers.
|
· |
Surface
Mount Technology (SMT):
The central operating component of the devices is a small custom
microchip
that controls the timing functions and the pulsed, high frequency
electromagnetic field. Manufacturing of this microchip involves
the
computer automated assembly and testing of sub-miniature electronic
components on a circuit board. Many surface mount manufacturers
can
provide the electronic components necessary to manufacture the
microchip.
Batch production of the product takes approximately six to eight
weeks.
The Company anticipates it will develop a preferred vendor relationship
with a surface mount technology assembler to inventory
components.
|
· |
Encapsulation:
The second stage of the manufacturing process entails laminating
the
electronics board in plastic and onto a foam
backing.
|
· |
Financial
benefits to the users of its ActiPatch Therapy
products;
|
· |
Greater
likelihood of institutional acceptance of the use of electromagnetic
therapy in outpatient, hospital and skilled care (i.e. nursing
home)
facilities;
|
· |
Potential
inroads with commercial insurance carriers to approve reimbursement
for
non-Medicare/Medicaid insured programs;
and
|
· |
Increased
opportunity to petition CMS in the future for reimbursement approval
of
other electromagnetic therapies and
applications.
|
· |
Transcutaneous
Electrical Nerve Stimulators
(“TENS”);
|
· |
Muscle
Stimulators Microcurrent Stimulators
(“MENS”);
|
· |
Ultrasound
devices;
|
· |
Non-fusion
electromagnetic bone therapy
devices;
|
· |
Short-wave
diathermy; and
|
· |
Pulsed
short-wave diathermy.
|
Name
|
Age
|
Position
|
Andrew
J. Whelan
|
64
|
Chairman
and President
|
Thomas
J. O’Connor
|
48
|
Chief
Operating Officer, Chief Financial Officer, Secretary,
Director
|
Todd
Kislak
|
49
|
President
Orthopedic Group
|
Joseph
Iglesias
|
39
|
Vice
President of Design and Engineering
|
Brian
M. Kinney, M.D.
|
50
|
Director
|
Ashton
Peery
|
54
|
Director
|
Douglas
Watson
|
60
|
Director
|
Mary
Whelan
|
55
|
Director
|
Richard
Staelin, Ph.D.
|
66
|
Director
|
Annual
Compensation
|
Long-Term
Compensation
Awards
|
|||||
Name
and
Principal
Position
|
Fiscal
Year
|
Salary($)
|
Bonus($)
|
Other
Annual
Compensation
($)
|
Options(#)
|
All
Other
Compensation
|
Andrew
J. Whelan
Chief
Executive Officer
and
President
|
2005
2004
2003
|
$0
$0
$0
|
None
None
None
|
None
None
None
|
0
0
0
|
None
None
None
|
Thomas
J. O’Connor(1)
Vice
President - Operations and Chief Financial Officer
|
2005
2004
2003
|
$150,000
$0
$0
|
None
None
None
|
None
None
None
|
0
2,100,000
None
|
None
500,000
shares
None
|
Todd
Kislak(2)
President
- Orthopedic Group
|
2005
2004
2003
|
$150,000
$0
$0
|
None
None
None
|
None
None
None
|
2,100,000
0
0
|
500,000
shares
None
None
|
Joseph
Iglesias(3)
Vice
President - Design and Engineering
|
2005
2004
2003
|
$115,000
$0
$0
|
None
None
None
|
None
None
None
|
900,000
0
0
|
None
None
None
|
Name
|
Number
of Securities Underlying Options/SARs Granted(1)
|
Percent
of Total Options/SARs Granted to Employees in Fiscal
Year(2)
|
Exercise
or Base Price
($/Share)
|
Expiration
Date
|
|||||||||
Todd
Kislak (3)
|
2,100,000
|
70
|
%
|
|
$.30
to $.50
|
1/02/2010
|
|||||||
Joseph
Iglesias (4)
|
900,000
|
30
|
%
|
|
$.30
to $.50
|
5/31/2010
|
(1) |
No
SARs were granted in fiscal 2005.
|
(2) |
In
fiscal 2005, we granted options to two employees to purchase an
aggregate
of 3,000,000 shares of our Common
Stock.
|
(3) |
The
shares underlying the options have an exercise price of $.30 per
share
with respect to the initial 700,000 shares under the option, $.40
per
share for the next 700,000 shares, and $.50 per share of the final
700,000
shares under the option.
|
(4) |
The
shares underlying the options have an exercise price of $.30 per
share
with respect to the initial 300,000 shares under the option, $.40
per
share for the next 300,000 shares, and $.50 per share of the final
300,000
shares under the option.
|
Shares
Acquired on
|
Value
|
Number
of Securities Underlying Unexercised Options
at Fiscal Year-End(#)(1)
|
Value
of Unexercised In-the-Money Options at Fiscal Year-End
($)(2)
|
||||||||||||||||
Name
|
Exercise
(#)
|
Realized($)
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||||||
Thomas
J. O’Connor
|
0
|
0
|
700,000
|
1,400,000
|
$
|
42,000
|
$
|
0
|
|||||||||||
Todd
Kislak
|
0
|
0
|
0
|
2,100,000
|
N/A
|
$
|
42,000
|
||||||||||||
Joseph
Iglesias
|
0
|
0
|
0
|
900,000
|
N/A
|
$
|
18,000
|
(1) |
The
sum of the numbers under the Exercisable and Unexercisable column
of this
heading represents the Named Executives’ total outstanding options to
purchase shares of Common Stock.
|
(2) |
The
dollar amounts shown under the Exercisable and Unexercisable columns
of
the heading represent the number of exercisable and unexercisable
options,
respectively, that were “In-the-Money” on December 31, 2005, multiplied by
the difference between the closing price of the Common Stock on
December
31, 2005, which was $0.36 per share, and the exercise price of
the
options. For purposes of these calculations, In-the-Money options
are
those with an exercise price below $0.36 per
share.
|
Name
and Address
|
Number
of
Shares(1)
|
Percent
Prior
to Offering(1)
|
Andrew
J. Whelan
3612
Sprigg Street
Frederick,
Maryland 21704
|
30,912,964(2)
|
49.5%
|
Mary
Whelan(3)
23
Crest Drive
Basking
Ridge, New Jersey 07920
|
2,368,472
|
3.8%
|
Richard
Staelin, Ph.D.
5200
Pinney Creek Lane
Durham,
NC 27705
|
300,000
|
*
|
Thomas
J. O’Connor
1130
E. Missouri Ste 700
Phoenix,
Arizona 85014
|
492,072(4)
|
*
|
Todd
Kislak
5809
Middle Crest Drive
Agoura
Hills, CA 91301
|
25,000(5)
|
*
|
Brian
Maltbie Kinney, M.D.
2080
Century Park East
Los
Angeles, California 90067
|
513,694(6)
|
*
|
Ashton
Peery
50
Old Concord Road
Lincoln,
Massachusetts 01773
|
369,130(6)
|
*
|
Douglas
Watson
52
Liberty Corner Road
Far
Hills, New Jersey 07931
|
328,217(6)
|
*
|
Joseph
Iglesias
1930
Brush Oak Court
Thousand
Oaks, California 91320
|
100,000(7)
|
*
|
All
directors and officers as a group (9 persons)
|
35,409,549
|
56.7%
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the SEC
and
includes voting or investment power with respect to securities.
Shares of
Common Stock issuable upon the exercise of stock options or stock
warrants
currently exercisable or convertible, or exercisable or convertible
within
60 days, are deemed outstanding for computing the percentage ownership
of
the person holding such stock options or warrants, but are not
deemed
outstanding for computing the percentages ownership of any other
person.
Except as otherwise indicated, the Company believes that the beneficial
owners of the Common Stock listed in the table, based on information
furnished by such owners, have sole investments and voting powers
with
respect to such shares
|
(2)
|
Represents
shares owned by PAW, LLC, a limited liability company the members
of which
are the immediate family members of Mr. Whelan and of which Mr.
Whelan is
the manger.
|
(3)
|
Represents
shares owned by eMarkets Group, the President of which is Mary
Whelan and
the members of which are Mary Whelan and her immediate family,
other than
currently exercisable options to purchase up to 50,000 shares of
Common
Stock, which were issued directly to Ms.
Whelan.
|
(4)
|
Does
not include 500,000 shares of restricted Common Stock and options
to
purchase 2,100,000 shares of Common Stock issued to Mr. O’Connor pursuant
to his employment agreement, which restricted Common Stock and
options did
not begin to vest until October
2005.
|
(5)
|
Does
not include 500,000 shares of restricted Common Stock and options
to
purchase 2,100,000 shares of Common Stock issued to Mr. Kislak
pursuant to
his employment agreement, which restricted Common Stock and options
did
not begin to vest until January
2006.
|
(6)
|
Includes
currently exercisable options to purchase 50,000 shares of Common
Stock.
|
(7)
|
Includes
100,000 shares owned by Mr. Iglesias’ minor son. Does not include options
to purchase 900,000 shares of Common Stock issued to Mr. Iglesias
pursuant
to his employment agreement, which restricted Common Stock does
not begin
to vest until June 2006.
|
Selling
Stockholder
|
Number
of Shares Beneficially Owned Prior to Offering (*)
|
Number
of Shares Offered (**)
|
Number
of Shares Beneficially Owned After Offering
|
|||||||
Brian
Arnott(1)
|
200,000
|
200,000
|
0
|
|||||||
Eileen
Baungarten(1)
|
200,000
|
200,000
|
0
|
|||||||
John
Bowers(1)
|
200,000
|
200,000
|
0
|
|||||||
NFS
LLC/FMTC(1)
|
200,000
|
200,000
|
0
|
|||||||
Concrete
Restoration System(1)
|
200,000
|
200,000
|
0
|
|||||||
Michael
Confusione(1)
|
200,000
|
200,000
|
0
|
|||||||
Christopher
Dedea(1)
|
200,000
|
200,000
|
0
|
|||||||
Jiohn
Doyle(1)
|
200,000
|
200,000
|
0
|
|||||||
Bonnie
Egan(1)
|
200,000
|
200,000
|
0
|
|||||||
Delaware
Charter(1)
|
200,000
|
200,000
|
0
|
|||||||
Solomon
Feffter(1)
|
200,000
|
200,000
|
0
|
|||||||
NFS
LLC/FMTC/FBO Giger(1)
|
200,000
|
200,000
|
0
|
|||||||
Cheryl
Gorman(2)
|
300,000
|
300,000
|
0
|
|||||||
Thomas
Giuffrida(1)
|
200,000
|
200,000
|
0
|
|||||||
Thomas
& Ellie Hunter(1)
|
200,000
|
200,000
|
0
|
|||||||
Thomas
& Elllie Hunter(3)
|
80,000
|
80,000
|
0
|
|||||||
Wilfred
Huse, MD(1)
|
200,000
|
200,000
|
0
|
|||||||
Arthur
& Margarate James(1)
|
200,000
|
200,000
|
0
|
|||||||
JDR
Consulting(1)
|
200,000
|
200,000
|
0
|
|||||||
JDR
Consulting(1)
|
200,000
|
200,000
|
0
|
|||||||
Andrew
Lenza(1)
|
200,000
|
200,000
|
0
|
|||||||
George
Maglaras(1)
|
200,000
|
200,000
|
0
|
|||||||
Joseph
Manzi(1)
|
200,000
|
200,000
|
0
|
|||||||
Alfred
Naftel(1)
|
200,000
|
200,000
|
0
|
|||||||
Bruce
Nlsen(1)
|
200,000
|
200,000
|
0
|
|||||||
Alfred
Pasi(1)
|
200,000
|
200,000
|
0
|
|||||||
B.
Michael Pisani(4)
|
260,000
|
260,000
|
0
|
|||||||
Edward
Pomianoski(1)
|
200,000
|
200,000
|
0
|
|||||||
Antonio
Rizzo(1)
|
200,000
|
200,000
|
0
|
|||||||
Domenic
Santana(1)
|
200,000
|
200,000
|
0
|
|||||||
Alfred
Sferra(1)
|
200,000
|
200,000
|
0
|
|||||||
Jerome
Shinkay(1)
|
200,000
|
200,000
|
0
|
|||||||
Mark
Shoicket(1)
|
200,000
|
200,000
|
0
|
|||||||
Richard
Staelin(1)
|
200,000
|
200,000
|
0
|
|||||||
Jeffrey
Webber(1)
|
200,000
|
200,000
|
0
|
|||||||
Craig
Hurst(5)
|
166,668
|
166,668
|
0
|
|||||||
The
Bosphorous Group(6)
|
333,334
|
333,334
|
0
|
|||||||
Buckman,
Buckman & Reid
|
125,000
|
125,000
|
0
|
|||||||
Jack
Buckman
|
25,000
|
25,000
|
0
|
|||||||
Buckman,
Buckman & Reid(7)
|
342,000
|
342,000
|
0
|
|||||||
Representative
Warrants(8)
|
171,000
|
171,000
|
0
|
|||||||
Ibex
|
3,750,000
|
3,750,000
|
0
|
|||||||
Robert
& Kelly Lorenz
|
1,250,000
|
1,250,000
|
0
|
|||||||
Robert
McGuire
|
1,150,000
|
1,150,000
|
0
|
|||||||
Richard
Cowart
|
120,000
|
120,000
|
0
|
|||||||
Jonathan
Muelners
|
120,000
|
120,000
|
0
|
|||||||
LH
Financial(9)
|
6,000,000
|
6,000,000
|
0
|
|||||||
Hunter
Wise(10)
|
300,000
|
300,000
|
0
|
|||||||
Total
|
20,893,002
|
20,893,002
|
0
|
**
|
Assumes
the sale of all shares of Common Stock offered hereby and no other
transactions in the Common Stock by the selling stockholders of
their
affiliates. Stockholders are not required to sell their
shares.
|
(1)
|
Includes
100,000 shares of Common Stock issuable upon the exercise of warrants
of
the Company.
|
(2)
|
Includes
150,000 shares of Common Stock issuable upon the exercise of warrants
of
the Company.
|
(3)
|
Includes
40,000 shares of Common Stock issuable upon the exercise of warrants
of
the Company.
|
(4)
|
Includes
130,000 shares of Common Stock issuable upon the exercise of warrants
of
the Company.
|
(5)
|
Includes
83,334 shares of Common Stock issuable upon the exercise of warrants
of
the Company.
|
(6)
|
Includes
166,667 shares of Common Stock issuable upon the exercise of warrants
of
the Company.
|
(7)
|
Includes
342,000 shares of Common Stock issuable upon the exercise of warrants
of
the Company.
|
(8)
|
Includes
171,000 shares of Common Stock issuable upon the exercise of warrants
of
the Company.
|
(9)
|
Includes
3,000,000 shares of Common Stock issuable upon the exercise of
warrants of
the Company.
|
(10)
|
Includes
300,000 shares of Common Stock issuable upon the exercise of warrants
of
the Company.
|
|
|
Page
|
|
Reports
of Independent Certified Public Accountants
|
|
F-1
|
|
Balance
Sheets as of September 30, 2005 and December 31, 2004
|
|
F-2
|
|
|
|
||
Statements
of Operations for the years ended December 31, 2004 and 2003
and the nine
months ended September 30, 2005 and 2004
|
|
F-4
|
|
|
|
||
Statements
of Stockholders' Deficiency for the years ended December 31,
2004 and 2003
and the nine months ended September 30, 2005 and 2004
|
|
F-5
|
|
|
|
||
Statements
of Cash Flows for the years ended December 31, 2004 and 2003
and the nine
months ended September 30, 2005 and 2004
|
|
F-6
|
|
|
|
||
Notes
to Financial Statements for the years ended December, 2004 and
2003 and
the nine months ended September 30, 2005 and 2004
|
|
F-8
|
|
BioElectronics
Corporation (A Development Stage Company)
|
|||
Balance
Sheets
|
|||
September
30, 2005 and December 31, 2004
|
ASSETS
|
|||||||
September
30, 2005
|
December
31, 2004
|
||||||
CURRENT
ASSETS
|
|||||||
Cash
|
$
|
86,517
|
$
|
50,709
|
|||
Accounts
Receivable, net
|
10,000
|
-
|
|||||
Inventory
|
169,205
|
82,350
|
|||||
Note
Receivable
|
303,750
|
-
|
|||||
Prepaid
Expenses
|
11,633
|
967
|
|||||
TOTAL
CURRENT ASSETS
|
581,105
|
134,026
|
|||||
PROPERTY
AND EQUIPMENT, net
|
83,217
|
66,881
|
|||||
OTHER
ASSETS
|
|||||||
Loan
Costs
|
32,792
|
-
|
|||||
Security
Deposits
|
7,762
|
-
|
|||||
40,554
|
-
|
||||||
TOTAL
ASSETS
|
$
|
704,876
|
$
|
200,907
|
Balance
Sheets
|
||||||
September
30, 2005 and December 31, 2004
|
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
|||||||
September
30, 2005
|
December
31, 2004
|
||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
Payable
|
$
|
378,033
|
$
|
216,311
|
|||
Accrued
Liabilities
|
78,641
|
58,849
|
|||||
Note
Payable
|
-
|
370,000
|
|||||
Current
Portion of Capital Lease Obligations
|
3,767
|
2,558
|
|||||
Related
Party Notes Payable
|
33,699
|
33,124
|
|||||
TOTAL
CURRENT LIABILITIES
|
494,140
|
680,842
|
|||||
LONG-TERM
LIABILITIES
|
|||||||
Related
Party Notes Payable, Net of Current Portion
|
293,479
|
238,766
|
|||||
Capital
Lease Obligations, Net of Current Portion
|
1,646
|
6,077
|
|||||
TOTAL
LONG-TERM LIABILITES
|
295,125
|
244,843
|
|||||
TOTAL
LIABILITIES
|
789,265
|
925,685
|
|||||
STOCKHOLDERS'
DEFICIENCY
|
|||||||
Capital
Stock, Par Value $.001 Per Share, 200 Million Shares Authorized,
Issued
and Outstanding - 59,469,892 in 2005, 50,916,892 in 2004
|
21,529
|
12,976
|
|||||
Additional
Paid-In Capital
|
2,104,738
|
657,256
|
|||||
Accumulated
Deficit
|
(2,210,656
|
)
|
(1,395,010
|
)
|
|||
TOTAL
STOCKHOLDERS' DEFICIENCY
|
(84,389
|
)
|
(724,778
|
)
|
|||
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
$
|
704,876
|
$
|
200,907
|
BioElectronics
Corporation (A Development Stage Company)
|
|||||||||
Statements
of Operations
|
|||||||||
Nine
Months Ended September 30, 2005 and 2004 and Years Ended December
31, 2004
and December 31, 2003
|
|||||||||
And
for the Period from April 10, 2000 (Inception) to September 30,
2005
|
September
30, 2005
|
September
30, 2004
|
December
31, 2004
|
December
31, 2003
|
Period
fromApril 10, 2000 Inception)
to September 30, 2005
|
||||||||||||
SALES
|
$
|
551,611
|
$
|
300,112
|
$
|
302,002
|
$
|
30,497
|
$
|
884,110
|
||||||
|
||||||||||||||||
COST
OF GOODS SOLD
|
107,209
|
98,894
|
112,724
|
50,565
|
270,498
|
|||||||||||
GROSS
PROFIT (LOSS)
|
444,402
|
201,218
|
189,278
|
(20,068
|
)
|
613,612
|
||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
General
and Administrative
|
648,785
|
472,178
|
695,058
|
464,225
|
1,842,192
|
|||||||||||
Design
& Development
|
63,256
|
-
|
-
|
-
|
63,256
|
|||||||||||
Selling
Expenses
|
517,917
|
108,830
|
265,347
|
64,916
|
848,180
|
|||||||||||
1,229,958
|
581,008
|
960,405
|
529,141
|
2,753,628
|
||||||||||||
LOSS
FROM OPERATIONS
|
(785,556
|
)
|
(379,790
|
)
|
(771,127
|
)
|
(549,209
|
)
|
(2,140,016
|
)
|
||||||
OTHER
INCOME (EXPENSES)
|
||||||||||||||||
Interest
Income
|
3,750
|
-
|
-
|
-
|
3,750
|
|||||||||||
Interest
Expense
|
(23,914
|
)
|
(7,369
|
)
|
(19,920
|
)
|
(8,399
|
)
|
(52,233
|
)
|
||||||
Miscellaneous
|
(536
|
)
|
(1,036
|
)
|
(1,196
|
)
|
-
|
(1,732
|
)
|
|||||||
Penalties
|
(9,390
|
)
|
-
|
(556
|
)
|
(10,479
|
)
|
(20,425
|
)
|
|||||||
(30,090
|
)
|
(8,405
|
)
|
(21,672
|
)
|
(18,878
|
)
|
(70,640
|
)
|
|||||||
NET
LOSS
|
$
|
(815,646
|
)
|
$
|
(388,195
|
)
|
$
|
(792,799
|
)
|
$
|
(568,087
|
)
|
$
|
(2,210,656
|
)
|
|
PER
SHARE DATA:
|
||||||||||||||||
WEIGHTED
AVERAGE COMMON
|
|
|||||||||||||||
SHARES
OUTSTANDING - BASIC
|
||||||||||||||||
AND
DILUTED
|
56,014,225
|
44,329,482
|
45,976,334
|
26,333,333
|
N/A
|
|||||||||||
|
||||||||||||||||
BASIC
AND DILUTED NET LOSS PER SHARE
|
($0.015
|
)
|
($0.009
|
)
|
($0.017
|
)
|
($0.022
|
)
|
N/A
|
BioElectronics
Corporation (A Development Stage Company)
|
|||||||||
Statements
of Changes in Stockholders' Deficiency
|
|||||||||
Nine
Months Ended September 30, 2005 and 2004 and Years Ended December
31, 2004
and December 31, 2003
|
|||||||||
And
for the Period from April 10, 2000 (Inception) to September 30,
2005
|
Capital
Stock
|
Additional
Paid-in Capital
|
Accumulated
deficit
|
Total
|
|||||||||||||
Shares
|
Amount
|
|||||||||||||||
Balance
at April 10, 2000 (Inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
Net
Loss
|
-
|
-
|
(34,124
|
)
|
(34,124
|
)
|
||||||||||
Contribution
of Assets
|
-
|
8,000
|
-
|
8,000
|
||||||||||||
Issuance
of Common Stock for Services Rendered
|
22,150,000
|
10
|
990
|
-
|
1,000
|
|||||||||||
Balance
at December 31, 2000
|
22,150,000
|
10
|
8,990
|
(34,124
|
)
|
(25,124
|
)
|
|||||||||
Net
Loss
|
|
-
|
-
|
-
|
-
|
|||||||||||
Balance
at December 31, 2001
|
22,150,000
|
10
|
8,990
|
(34,124
|
)
|
(25,124
|
)
|
|||||||||
Net
Loss
|
|
-
|
-
|
-
|
-
|
|||||||||||
Balance
at December 31, 2002
|
22,150,000
|
10
|
8,990
|
(34,124
|
)
|
(25,124
|
)
|
|||||||||
Net
Loss
|
-
|
-
|
(568,087
|
)
|
(568,087
|
)
|
||||||||||
Sale
of Common Stock at $.03 per share
|
3,950,000
|
3,950
|
112,100
|
116,050
|
||||||||||||
Sale
of Common Stock at $.05 per share
|
800,000
|
800
|
38,900
|
39,700
|
||||||||||||
Sale
of Common Stock at $.35 per share
|
40,000
|
40
|
13,960
|
14,000
|
||||||||||||
Balance
at December 31, 2003
|
26,940,000
|
4,800
|
173,950
|
(602,211
|
)
|
(423,461
|
)
|
|||||||||
Net
loss
|
-
|
-
|
(792,799
|
)
|
(792,799
|
)
|
||||||||||
Common
Stock Dividend
|
15,800,577
|
|||||||||||||||
Issuance
of Common Stock for Services Rendered
|
2,328,982
|
2,329
|
134,953
|
-
|
137,282
|
|||||||||||
Sale
of Common Stock at $.35 per share
|
678,000
|
678
|
239,322
|
240,000
|
||||||||||||
Sale
of Common Stock at $.43 per share
|
149,333
|
149
|
63,851
|
64,000
|
||||||||||||
Sale
of Common Stock at $.01 per share
|
5,020,000
|
5,020
|
45,180
|
50,200
|
||||||||||||
Balance
at December 31, 2004
|
50,916,892
|
12,976
|
657,256
|
(1,395,010
|
)
|
(724,778
|
)
|
|||||||||
Net
loss
|
-
|
-
|
(815,646
|
)
|
(815,646
|
)
|
||||||||||
Issuance
of Common Stock for Services Rendered
|
553,000
|
533
|
46,117
|
-
|
46,650
|
|||||||||||
Sale
of Common Stock at $.30 per share
|
3,420,000
|
3,420
|
1,022,580
|
1,026,000
|
||||||||||||
Sale
of Common Stock at $.08 per share
|
4,600,000
|
4,600
|
378,785
|
383,385
|
||||||||||||
Balance
at September 30, 2005
|
59,469,892
|
$
|
21,529
|
$
|
2,104,738
|
$
|
(2,210,656
|
)
|
$
|
(84,389
|
)
|
Statements
of Cash Flows
|
|||||||||
Nine
Months Ended September 30, 2005 and 2004 and Years Ended December
31, 2004
and December 31, 2003
|
|||||||||
And
for the Period from April 10, 2000 (Inception) to September 30,
2005
|
September
30, 2005
|
September
30, 2004
|
December
31, 2004
|
December
30, 2003
|
Period
from
April 10, 2000 Inception) to September 30, 2005 |
||||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||||||
Net
Loss
|
$
|
(815,646
|
)
|
$
|
(388,195
|
)
|
$
|
(792,799
|
)
|
$
|
(568,087
|
)
|
$
|
(2,210,656
|
)
|
|
Adjustments
to Reconcile Net Loss to Net Cash Used by Operating
Activities
|
||||||||||||||||
Depreciation
and Amortization
|
14,136
|
6,388
|
8,818
|
1,571
|
24,526
|
|||||||||||
Provision
for Bad Debts
|
135,506
|
14,615
|
14,615
|
-
|
150,121
|
|||||||||||
(Increase)
Decrease in:
|
||||||||||||||||
Accounts
Receivable
|
(145,507
|
)
|
(13,224
|
)
|
(8,786
|
)
|
(5,829
|
)
|
(160,121
|
)
|
||||||
Inventory
|
(86,855
|
)
|
(38,660
|
)
|
(50,115
|
)
|
(32,235
|
)
|
(169,205
|
)
|
||||||
Notes
Receivable
|
(303,750
|
)
|
-
|
-
|
-
|
(303,750
|
)
|
|||||||||
Prepaid
Expenses
|
(10,667
|
)
|
-
|
234
|
(1,200
|
)
|
(11,633
|
)
|
||||||||
Increase
(Decrease) in:
|
||||||||||||||||
Accounts
Payable
|
161,723
|
(74,545
|
)
|
54,139
|
162,171
|
378,033
|
||||||||||
Accrued
Liabilities
|
19,792
|
-
|
2,758
|
56,091
|
78,641
|
|||||||||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(1,031,268
|
)
|
(493,621
|
)
|
(771,136
|
)
|
(387,519
|
)
|
(2,224,044
|
)
|
||||||
|
||||||||||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||||||
Security
Deposits
|
(7,762
|
)
|
-
|
-
|
-
|
(7,762
|
)
|
|||||||||
Loan
Costs
|
(32,792
|
)
|
(32,792
|
)
|
||||||||||||
Purchase
of Equipment
|
(30,472
|
)
|
(16,192
|
)
|
(53,045
|
)
|
(5,238
|
)
|
(88,755
|
)
|
||||||
NET
CASH USED BY INVESTING ACTIVITIES
|
(71,026
|
)
|
(16,192
|
)
|
(53,045
|
)
|
(5,238
|
)
|
(129,309
|
)
|
||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||||||
Payments
on Note Payable
|
(370,000
|
)
|
-
|
-
|
-
|
(370,000
|
)
|
|||||||||
Proceeds
on Note Payable
|
-
|
-
|
370,000
|
-
|
370,000
|
|||||||||||
Proceeds
from Related Party Notes Payable
|
55,288
|
24,762
|
25,000
|
224,200
|
338,610
|
|||||||||||
Payments
on Related Party Notes Payable
|
-
|
-
|
(11,434
|
)
|
-
|
(11,434
|
)
|
|||||||||
Payments
on Capital Lease Obligations
|
(3,221
|
)
|
(38
|
)
|
(753
|
)
|
(599
|
)
|
(4,573
|
)
|
||||||
Proceeds
from Issuance of Capital Stock
|
1,456,035
|
491,482
|
491,482
|
169,750
|
2,117,267
|
|||||||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
1,138,102
|
516,206
|
874,295
|
393,351
|
2,439,870
|
|||||||||||
NET
INCREASE IN CASH
|
35,808
|
6,393
|
50,114
|
595
|
86,517
|
|||||||||||
CASH,
BEGINNING OF PERIOD
|
50,709
|
595
|
595
|
-
|
-
|
|||||||||||
CASH,
END OF PERIOD
|
$
|
86,517
|
$
|
6,988
|
$
|
50,709
|
$
|
595
|
$
|
86,517
|
BioElectronics
Corporation (A Development Stage Company)
|
|||||||
Statements
of Cash Flows
|
|||||||
Nine
Months Ended September 30, 2005 and 2004 and Years Ended December
31, 2004
and December 31, 2003
|
|||||||
And
for the Period from April 10, 2000 (Inception) to September 30,
2005
|
September
30, 2005
|
September
30, 2004
|
December
31, 2004
|
December
30, 2003
|
Period
from
April 10, 2000 (Inception) to September 30, 2005 |
||||||||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||||||
Cash
Paid During the Period:
|
||||||||||||||||
Interest
|
$
|
41,055
|
$
|
10,076
|
$
|
20,343
|
$
|
(8,399
|
)
|
$
|
52,999
|
|||||
Income
taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
SCHEDULE
OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||||||||||
Equipment
purchases financed through capital leases and notes
payable
|
|
$
|
-
|
$
|
-
|
$
|
9,986
|
$
|
9,986
|
September
30, 2005
|
December
31, 2004
|
||||||
Raw
materials
|
$
|
97,904
|
$
|
17,621
|
|||
Supplies
|
36,212
|
32,142
|
|||||
Finished
goods
|
35,089
|
32,587
|
|||||
$
|
169,205
|
$
|
82,350
|
Year
Ended September 30,
|
Amount
|
|||
2006
|
$
|
4,610
|
||
2007
|
1,729
|
|||
Total
minimum lease payments
|
6,339
|
|||
Less:
Implicit interest
|
926
|
|||
Total
capital lease payable at September 30, 2005
|
$
|
5,413
|
Amount
|
||||
2006
|
$
|
33,699
|
||
2007
|
3,212
|
|||
2008
|
165,822
|
|||
2009
|
3,842
|
|||
2010
|
4,203
|
|||
Thereafter
|
116,400
|
|||
$
|
327,178
|
September
30, 2005
|
||||||||||
Number
of Shares
|
Weighted
Average Price Per Share
|
Weighted
Average Exercise Price
|
||||||||
Outstanding,
beginning of period
|
-
|
|||||||||
Options
granted
|
5,685,000
|
$
|
0.30
|
$
|
0.30
|
|||||
Options
exercised
|
-
|
|||||||||
Options
forfeited
|
-
|
|||||||||
Outstanding,
end of period
|
5,685,000
|
$
|
0.30
|
$
|
0.30
|
|||||
Exercisable
at end of period
|
1,285,000
|
$
|
0.30
|
$
|
0.30
|
September
30,
|
December
31,
|
||||||||||||
2005
|
2004
|
2004
|
2003
|
||||||||||
As
Reported
|
|||||||||||||
Net
Loss
|
($815,646
|
)
|
($388,195
|
)
|
($792,799
|
)
|
($568,087
|
)
|
|||||
Pro
Forma
|
|||||||||||||
Net
Loss
|
($815,646
|
)
|
($388,195
|
)
|
($792,799
|
)
|
($568,087
|
)
|
|||||
Earnings
Per Share:
|
|||||||||||||
Basic
and Diluted - As Reported
|
$
|
(0.015
|
)
|
$
|
(0.009
|
)
|
$
|
(0.017
|
)
|
$
|
(0.022
|
)
|
|
Basic
and Diluted - Pro Forma
|
$
|
(0.015
|
)
|
$
|
(0.009
|
)
|
$
|
(0.017
|
)
|
$
|
(0.022
|
)
|
Year
Ended September 30,
|
Amount
|
|||
2006
|
$
|
44,620
|
||
2007
|
20,585
|
|||
Total
minimum future rental payments
|
$
|
65,205
|
Description
|
Amount
|
|||
Registration
Fee
|
$
|
1,190
|
||
*Accounting
fees and expenses
|
$
|
25,000
|
*
|
|
Legal
fees and expenses
|
$
|
35,000
|
||
*Printing
|
$
|
500
|
*
|
|
Miscellaneous
fees and expenses
|
$
|
15,000
|
||
Total
|
$
|
76,690
|
|
Exhibit
No.
|
|
Description
|
|
3.1
|
|
BioElectronics
Corporation Articles of Incorporation.
|
|
3.2
|
|
BioElectronics
Corporation Bylaws.
|
|
5*
|
|
Opinion
of Kirkpatrick & Lockhart Nicholson Graham LLP as to the legality of
the shares.
|
|
10.1
|
|
Employment
Agreement between BioElectronics Corporation and Joseph M. Iglesias,
dated
June 2, 2005.
|
|
10.2
|
|
Employment
Agreement between BioElectronics Corporation and Todd J. Kislak,
dated
January 3, 2005.
|
|
10.3
|
|
Employment
Agreement between BioElectronics Corporation and Thomas O'Connor,
dated
October 8, 2004.
|
|
10.4
|
|
Lease
Agreement between BioElectronics Corporation and Madison Commerce
Center-A, LLC dated August 31, 2005.
|
|
10.5
|
|
Lease
Agreement between BioElectronics Corporation and Westlake Plaza
Business
Park, LLC dated January 31, 2005.
|
|
10.6
|
|
BioElectronics
Corporation 2004 Stock Incentive Plan, dated November 30,
2004.
|
|
10.7
|
|
BioElectronics
Corporation 2004 Stock Incentive Plan, as amended, March 22,
2005.
|
|
23.1
|
|
Consent
of Berenfeld Spritzer Shechter & Sheer.
|
|
23.2
|
|
Consent
of Kirkpatrick & Lockhart Nicholson Graham, LLP.
|
|
24
|
|
Powers
of Attorney of certain officers and directors of the Company
(included on
the signature page of this Registration Statement).
|
|
BioElectronics
Corporation
|
||
|
|
|
By: | /s/ Andrew J. Whelan | |
Andrew J. Whelan |
||
President
|
Signature
|
Title
|
Date
|
|
/s/Andrew
J. Whelan
Andrew
J. Whelan
|
Chairman
and President
(principal
executive officer)
|
February
13, 2006
|
|
/s/Thomas
O’Connor
Thomas O’Connor |
Director
and Chief Financial Officer
(principal
financial and accounting officer)
|
February
13, 2006
|
|
/s/Brian
M. Kinney
Brian M. Kinney |
Director
|
February
13, 2006
|
Signature
|
Title
|
Date
|
|
/s/Ashton
Peery
Ashton Peery |
Director
|
February
13, 2006
|
|
/s/Douglas
Watson
Douglas Watson |
Director
|
February
13, 2006
|
|
/s/Mary
Whelan
Mary Whelan |
Director
|
February
13, 2006
|
|
/s/Richard
Staelin
Richard
Staelin
|
Director
|
February
13, 2006
|
|
Exhibit
No.
|
Description
|
3.1
|
BioElectronics
Corporation Articles of Incorporation.
|
3.2
|
BioElectronics
Corporation Bylaws.
|
5* | Opinion of Kirkpatrick & Lockhart Nicholson Graham LLP as to the legality of the shares. |
|
|
10.1 |
Employment
Agreement between BioElectronics Corporation and Joseph M. Iglesias,
dated
June 2, 2005.
|
10.2
|
Employment
Agreement between BioElectronics Corporation and Todd J. Kislak,
dated
January 3, 2005.
|
10.3
|
Employment
Agreement between BioElectronics Corporation and Thomas O’Connor, dated
October 8, 2004.
|
10.4
|
Lease
Agreement between BioElectronics Corporation and Madison Commerce
Center-A, LLC dated August 31, 2005.
|
10.5
|
Lease
Agreement between BioElectronics Corporation and Westlake Plaza
Business
Park, LLC dated January 31, 2005.
|
10.6
|
BioElectronics
Corporation 2004 Stock Incentive Plan, dated November 30,
2004.
|
10.7
|
BioElectronics
Corporation 2004 Stock Incentive Plan, as amended, March 22,
2005.
|
23.1
|
Consent
of Berenfeld Spritzer Shechter & Sheer.
|
23.2
|
Consent
of Kirkpatrick & Lockhart Nicholson Graham, LLP.
|
24
|
Powers
of Attorney (on signature page)
|