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:
- 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;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- 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
- 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 14 |
- 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:
2) | Security Information | |
Trading symbol: | BIEL | |
Exact title and class of securities outstanding: | Common | |
CUSIP: | 09062H108 | |
Par or stated value: | $.001 | |
OTC Markets Group Inc. | ||
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 2 of 14 |
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: ☐ |
- 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 securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
- 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: ☐
- "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.
- 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 14 |
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. | |||||||
cancelled) | share) at | disclosed). | Nature of Services | of this filing. | ||||||
shares returned | at the time of | |||||||||
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 ($/per | must have individual with | or debt conversion) OR Unrestricted as | ||||||
Transaction | cancellation, | Securities | market price | Registration Type. | |||||
cancelled) | share) at | voting / investment control | Nature of Services | of this filing. | |||||
shares returned | at the time of | ||||||||
Issuance | disclosed). | Provided | |||||||
to treasury) | issuance? | ||||||||
(Yes/No) | |||||||||
2/24/2021 | New issuance | 10,000,000 | Common stock | 0.00130 | Yes | Erin Sanders | Options Exercised | Restricted | Rule 144 |
2/24/2021 | New issuance | 20,000,000 | Common stock | 0.00130 | Yes | John Martinez | Options Exercised | Restricted | Rule 144 |
2/24/2021 | New issuance | 10,000,000 | Common stock | 0.00130 | Yes | Sree Koneru | Options Exercised | Restricted | Rule 144 |
2/24/2021 | New issuance | 10,000,000 | Common stock | 0.00130 | Yes | William Monn | Options Exercised | Restricted | Rule 144 |
10/15/2021 | New issuance | 194,044,933 | Common stock | 0.00130 | Yes | Todd & Laura Jarman | Debt Conversion | Unrestricted | Rule 144 |
Number of | |||||||||
Shares | Ending Balance: | ||||||||
outstanding as | |||||||||
of | |||||||||
12/30/21: | Common: | 24,378,828,919 | |||||||
Preferred: | N/A |
Number of | |||||||||
Shares | Opening Balance: | ||||||||
outstanding as | |||||||||
of | |||||||||
12/31/2021 | Common: | 24,378,828,919 | |||||||
Preferred: | N/A | ||||||||
Were the | |||||||||
Transaction type | Value of | shares | Individual/ Entity Shares | Reason for share | |||||
(e.g. new | issued at a | ||||||||
Number of Shares | shares | were issued to (entities | issuance (e.g. for cash | Restricted or | |||||
Date of | issuance, | Class of | discount to | ||||||
Issued (or | issued ($/per | must have individual with | or debt conversion) OR Unrestricted as | ||||||
Transaction | cancellation, | Securities | market price | ||||||
shares returned | cancelled) | share) at | at the time of | voting / investment control | Nature of Services | of this filing. | |||
to treasury) | Issuance | issuance? | disclosed). | Provided | |||||
(Yes/No)
Exemption or
Registration Type.
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 | ||||||||||||
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 4 of 14 |
- 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 | |||||||
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) | |||||||||||||
Convertible into | Richard Staelin | ||||||||||||
2/5/2019 | $ | 12,759 | $ | 10,000 | $ | 2,759 | 2/5/2023 | Revocable Trust | Richard Staelin | Operating Loan | |||
shares at prices | |||||||||||||
3/31/2019 | $ | 26,507 | $ | 25,000 | $ | 1,507 | 3/31/2023 | St. John's LLC | Patricia Whelan | Operating Loan | |||
approx. 50% of | |||||||||||||
5/1/2019 | $ | 8,429 | $ | 8,000 | $ | 429 | 5/1/2023 | market price at | St. John's LLC | Patricia Whelan | Operating Loan | ||
issue date | |||||||||||||
5/28/19 | $ | 50,826 | $ | 40,000 | $ | 10,826 | 5/28/2023 | Jarman | Lauren Jarman | Operating Loan | |||
6/2/19 | $ | 12,635 | $ | 10,000 | $ | 2,635 | 6/2/2022 | Convertible into | Jarman | Lauren Jarman | Operating Loan | ||
7/1/19 | $ | 36,412 | $ | 35,000 | $ | 1,412 | 7/1/2023 | shares at prices | St. John's LLC | Patricia Whelan | Operating Loan | ||
approx. 50% of | |||||||||||||
8/8/19 | $ | 61,394 | $ | 60,000 | $ | 1,394 | 8/8/2023 | St. John's LLC | Patricia Whelan | Operating Loan | |||
market price at | |||||||||||||
8/30/19 | $ | 30,408 | $ | 30,000 | $ | 408 | 8/30/2023 | issue date | St. John's LLC | Patricia Whelan | Operating Loan | ||
Convertible into | Richard Staelin | ||||||||||||
10/1/19 | $ | 59,394 | $ | 48,000 | $ | 11,394 | 10/1/2023 | Revocable Trust | Richard Staelin | Operating Loan | |||
shares at prices | |||||||||||||
approx. 50% of | Richard Staelin | ||||||||||||
12/10/19 | $ | 64,070 | $ | 40,000 | $ | 24,070 | 12/10/2023 | market price at | Revocable Trust | Richard Staelin | Operating Loan | ||
12/20/19 | $ | 133,427 | $ | 100,000 | $ | 33,427 | 12/20/2023 | issue date | T. Kim | Nigel Timothy | Operating Loan | ||
Total 2019 | $ | 496,261 | $ | 406,000 | $ | 90,261 |
OTC Markets Group Inc. | |
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021) | Page 5 of 14 |
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BioElectronics Corporation published this content on 25 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 August 2022 05:40:04 UTC.