Bioelectronics Corp (BIEL)

[ddls]

No, the "key" words here are (After an investigation)

After an investigation, the Division of Enforcement alleges that:
1. This matter involves inaccurate public disclosure and the unlawful
distribution of securities by BioElectronics Corp. (“BIEL”) and related persons and entities.
On March 31, 2010, BIEL filed with the Commission a Form 10-K for the period ending
December 31, 2009, falsely recognizing revenue from two “bill and hold” transactions.
These transactions overstated BIEL’s revenue by $366,000, or 47%. Additionally, from at
least August 2009 until at least November 2014 (“the relevant period”), BIEL and
respondents IBEX, LLC, St. John’s, LLC, Andrew J. Whelan and Kelly A. Whelan
engaged in an illegal distribution of purportedly unrestricted securities involving the sale of
hundreds of millions of BIEL shares. Affiliates, IBEX, LLC and St. John’s, LLC, sold
purportedly unrestricted shares in unregistered transactions at a discount to then-current
market prices. Andrew J. Whelan, President, CEO and the principal financial officer of
BIEL, and Kelly A. Whelan, his daughter and the President of IBEX, LLC, orchestrated the
illegal distribution. Approximately half of the proceeds of these sales were then “loaned”
to BIEL and the other half was retained by the entities. The offerings were not registered
with the Commission. Robert P. Bedwell’s failures to detect BIEL’s improper accounting,
as the auditor responsible for auditing the financial statements included in BIEL’s Form 10-
K, constitutes improper professional conduct.

2. Respondent BioElectronics Corp. is a Maryland corporation with a sole
location employing approximately twelve people in Frederick, Maryland. The company is
engaged in the business of making inexpensive, drug-free, anti-inflammatory medical
devices and patches which use electromagnetic energy. In 2007, BioElectronics entered
into a settlement with the State of Maryland related to selling unregistered shares, agreeing
to a permanent cease and desist order and the payment of a $2,500 penalty. It has a class of
equity securities, previously registered with the Commission pursuant to Exchange Act
Section 12(g),2 with approximately 4 billion shares issued as of November 2013. On April
18, 2011, BIEL voluntarily withdrew its registration. BIEL shares currently trade on OTC
Link, operated by OTC Markets Group, Inc. During the relevant period, BIEL shares were