Disclosure Statement Pursuant to the Pink Basic Disclosure

Guidelines

BioElectronics Corporation

4539 Metropolitan Court

Frederick, MD 21704

301-874-4890

www.bielcorp.com

info@bielcorp.com

SIC Code: 3845

Quarterly Report

For the Period Ending: June 30, 2022

(the "Reporting Period")

As of June 30, 2022, the number of shares outstanding of our Common Stock was: 24,705,066,971.

As of March 31, 2022, the number of shares outstanding of our Common Stock was: 24,705,066,971.

As of December 31, 2021, the number of shares outstanding of our Common Stock was: 24,378,828,919.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐ No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐ No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1 "Change in Control" shall mean any events resulting in:

  1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
  2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
  3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
  4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 1 of 15

  1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

BioElectronics Corporation

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Maryland and Active

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

Pursuant to a CORRECTED ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTIONS 15(b) AND 21C OF THE SECURITIES EXCHANGE ACT OF 1934 entered on December 21, 2018 and served to her counsel Corrigan and Morris on April 22, 2019, Kelly Whelan was, barred, for a period of 1 year, from participating in an offering of penny stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any penny stock. A penny stock is any equity security that has a price of less than five dollars, except as provided in Rule 3a51-1 under the Exchange Act [17 C.F.R. 240.3a51-1].

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

None

The address(es) of the issuer's principal executive office:

4539 Metropolitan Court, Frederick, MD 21704

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐

No: ☒

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 2 of 15

2)

Security Information

Trading symbol:

BIEL

Exact title and class of securities outstanding:

Common

CUSIP:

09062H108

Par or stated value:

$.001

Total shares authorized:

25,000,000,000

as of date: 6/30/22

Total shares outstanding:

24,705,066,971

as of date: 6/30/22

Number of shares in the Public Float2:

24,132,443,592

as of date: 6/30/22

Total number of shareholders of record:

175

as of date: 6/30/22

All additional class(es) of publicly traded securities (if any):

Trading symbol:

Exact title and class of securities outstanding:

CUSIP:

Par or stated value:

Total shares authorized:

as of date:

Total shares outstanding:

as of date:

Transfer Agent

Name:

Action Stock Transfer

Phone:

801-274-1088

Email:

jb@actionstocktransfer.com

Address: 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121

Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒

No: ☐

  1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other

  1. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
  2. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 3 of 15

securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

  1. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Number of

Shares

Ending Balance:

outstanding as

of

12/31/19:

Common:

22,917,518,736

Preferred:

N/A

Were the

Transaction type

Value of

shares

Reason for share

(e.g. new

issued at a

Number of Shares

shares

Individual/ Entity Shares were issued to (entities must

issuance (e.g. for cash

Restricted or

Date of

issuance,

discount to

Exemption or

Issued (or

Class of Securities issued ($/per

have individual with voting / investment control

or debt conversion) OR Unrestricted as

Transaction

cancellation,

market price

Registration Type.

shares returned

cancelled)

share) at

at the time of

disclosed).

Nature of Services

of this filing.

Issuance

Provided

to treasury)

issuance?

(Yes/No)

2/24/2020

New issuance

453,409,250

Common stock

0.0006

Yes

Jarman

Lauren Jarman

Debt Conversion

Unrestricted

Rule 144

7/27/2020

New issuance

629,856,000

Common stock

0.0006

Yes

Eason

James Eason

Debt Conversion

Unrestricted

Rule 144

8/21/2020

New issuance

100,000,000

Common stock

0.0006

Yes

Sree Koneru

Sree Koneru

Services

Restricted

Rule 144

8/21/2020

New issuance

34,000,000

Common stock

0.0006

Yes

Erin Sanders

Erin Sanders

Services

Restricted

Rule 144

Number of

Shares

Ending Balance:

outstanding as

of

12/31/20:

Common:

24,134,783,986

Preferred:

N/A

Were the

Transaction type

Value of

shares

Individual/ Entity Shares

Reason for share

(e.g. new

issued at a

Number of Shares

shares

were issued to (entities

issuance (e.g. for cash

Restricted or

Date of

issuance,

Class of

discount to

Exemption or

Issued (or

issued ($/per

must have individual with

or debt conversion) OR Unrestricted as

Transaction

cancellation,

Securities

market price

Registration Type.

cancelled)

share) at

voting / investment control

Nature of Services

of this filing.

shares returned

at the time of

Issuance

disclosed).

Provided

to treasury)

issuance?

(Yes/No)

2/24/2021

New issuance

10,000,000

Common stock

0.00130

Yes

Erin Sanders

Options Exercised

Restricted

Rule 144

2/24/2021

New issuance

20,000,000

Common stock

0.00130

Yes

John Martinez

Options Exercised

Restricted

Rule 144

2/24/2021

New issuance

10,000,000

Common stock

0.00130

Yes

Sree Koneru

Options Exercised

Restricted

Rule 144

2/24/2021

New issuance

10,000,000

Common stock

0.00130

Yes

William Monn

Options Exercised

Restricted

Rule 144

10/15/2021

New issuance

194,044,933

Common stock

0.00130

Yes

Todd & Laura Jarman

Debt Conversion

Unrestricted

Rule 144

Number of

Shares

Ending Balance:

outstanding as

of

12/30/21:

Common:

24,378,828,919

Preferred:

N/A

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 4 of 15

Number of

Shares

Opening Balance:

outstanding as

of

12/31/2021

Common:

24,378,828,919

Preferred:

N/A

Were the

Transaction type

Value of

shares

Individual/ Entity Shares

Reason for share

(e.g. new

issued at a

Number of Shares

shares

were issued to (entities

issuance (e.g. for cash

Restricted or

Date of

issuance,

Class of

discount to

Exemption or

Issued (or

issued ($/per

must have individual with

or debt conversion) OR Unrestricted as

Transaction

cancellation,

Securities

market price

Registration Type.

cancelled)

share) at

voting / investment control

Nature of Services

of this filing.

shares returned

at the time of

Issuance

disclosed).

Provided

to treasury)

issuance?

(Yes/No)

1/25/2022

New issuance

326,238,052 Common stock

0.00045

Yes

Patricia Whelan

Debt Conversion

Unrestricted

Rule 144

Number of

Shares

Ending Balance:

outstanding as

of

6/30/22:

Common:

24,705,066,971

Preferred:

N/A

  1. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐

Conversion

Terms (e.g.

Principal

pricing

Name of Noteholder (entities must have

Reason for

Date of Note

Outstanding

Interest Accrued

mechanism for

Issuance (e.g.

Amount at

Maturity Date

individual with voting/investment control

Issuance

Balance ($)

($)

determining

Loan, Services,

Issuance ($)

disclosed)

conversion of

etc.)

instrument to

shares)

8/1/19-12/14/17

$

6,029,570

$

5,711,671

$

317,899

7/15/22-6/10/24

Convertible into

IBEX LLC

Kelly Whelan

Operating Loans

shares at prices

Richard Staelin

approx. 50% of

11/9/10-9/1/17

$

857,940

$

437,586

$

420,354

3/31/2024

Revocable Trust

Richard Staelin

Operating Loans

market price at

11/30/12-12/31/17

$

3,225,151

$

2,017,504

$

1,207,647

7/31/22-6/25/24

issue date

St. John's LLC

Patricia Whelan

Operating Loans

5/16/2015

$

511,918

$

500,000

$

11,918

11/15/2023

None

Ex-Im Bank

N/A

Operating Loan

Richard Staelin

2/7/2018

$

71,081

$

50,633

$

20,448

3/31/2024

Revocable Trust

Richard Staelin

Operating Loan

3/31/2018

$

42,941

$

37,500

$

5,441

3/31/2024

St. John's LLC

Patricia Whelan

Operating Loan

3/31/2018

$

100,150

$

72,000

$

28,150

3/31/2023

McLeod Holdings

Kenneth McLeod

Operating Loan

5/1/18

$

303,166

$

200,000

$

103,166

5/2/2023

T. Kim

Nigel Timothy

Operating Loan

5/8/18

$

220,180

$

160,000

$

60,180

5/8/2023

Convertible into

A. Humar

Abhinav Humar

Operating Loan

6/30/18

$

42,134

$

37,500

$

4,634

6/30/2023

shares at prices

St. John's LLC

Patricia Whelan

Operating Loan

approx. 50% of

Richard Staelin

market price at

Revocable Trust

6/30/18

$

171,874

$

126,000

$

45,874

6/30/2023

issue date

Richard Staelin

Operating Loan

7/13/18

$

95,777

$

79,000

$

16,777

7/13/2022

Jarman

Lauren Jarman

Operating Loan

Richard Staelin

9/24/18

$

18,535

$

13,869

$

4,666

9/24/2022

Revocable Trust

Richard Staelin

Operating Loan

9/30/18

$

27,544

$

25,000

$

2,544

9/30/2022

St. John's LLC

Patricia Whelan

Operating Loan

11/29/18

$

54,367

$

50,000

$

4,367

11/29/2022

St. John's LLC

Patricia Whelan

Operating Loan

Total 2018 & Prior

$

11,772,328

$

9,518,263

$

2,254,065

OTC Markets Group Inc.

OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)

Page 5 of 15

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BioElectronics Corporation published this content on 15 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2022 20:30:03 UTC.