UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington, D. C.
20549
  FORM 10-Q
  QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
  For
Quarter Ended March 31, 2010
  Commission File Number
021-74972
  BIOELECTRONICS
CORPORATION
 
 (Exact
name of registrant as specified in its charter)
  Maryland
              52-2278149(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.
      employer
                identification
      number)
 
 4539
Metropolitan Court
 Frederick,
Maryland 21704
 (Address
of principal executive offices and zip code)
 
 Phone:  301.874.4890
 Fax:  301.874.6935
 (Registrant’s
telephone number, including area code)
  Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such returns), (2) has been subject to such filing
requirements for the past 90 days. YES o NO þ
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). YES o NO o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one)
  Large
      accelerated filer o
                
                Accelerated
      filer o
                
                Non-accelerated
      filer o
                
                Smaller
      Reporting
                  Company
      þ
  Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES o NO þ
  Number of
shares of common stock, issued and outstanding as of May 11, 2010 is
1,471,998,871.
  
  BIOELECTRONICS
CORPORATION
 FORM
10-Q
 
 TABLE
OF CONTENTS
 
 PART
      IItem
      1.
                Condensed
      Financial Statements
                3Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                18Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                25Item
      4T.
                Controls
      and Procedures
                26PART
      IIItem
      1.
                Legal
      Proceedings
                28Item
      1A.
                Risk
      Factors
                28Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                28Item
      3.
                Defaults
      Upon Senior Securities
                28Item
      4.
                (Removed
      and Reserved)
                29Item
      5.
                Other
      Information
                29Item
      6.
                Exhibits
                29Signatures
                30
  2
  PART I – FINANCIAL
INFORMATION
  Item 1. Financial
Statements.
 
 BioElectronics
Corporation (A Development Stage Company)
 Condensed
Balance Sheets
 March
      31,
                                                      
                                                      
                                                      December
      31,2010
                                                      
                                                      
                                                      2009(Unaudited)AssetsCurrent
      assets:Cash
      and cash equivalents
                                                      
                                                      $
                                                      93,561
                                                      
                                                      
                                                      $
                                                      296,352Trade
      and other receivables, net
                                                      
                                                      
                                                      89,591
                                                      
                                                      
                                                      
                                                      402,003Trade
      receivables assigned to related party, net
                                                      
                                                      
                                                      503,136
                                                      
                                                      
                                                      
                                                      -Trade
      receivable from related parties
                                                      
                                                      
                                                      109,970
                                                      
                                                      
                                                      
                                                      165,297Inventory
                                                      
                                                      
                                                      357,478
                                                      
                                                      
                                                      
                                                      201,359Prepaid
      expenses and others
                                                      
                                                      
                                                      157,802
                                                      
                                                      
                                                      
                                                      102,635Total
      current assets
                                                      
                                                      
                                                      1,311,538
                                                      
                                                      
                                                      
                                                      1,167,646Property
      and equipment
                                                      
                                                      
                                                      138,319
                                                      
                                                      
                                                      
                                                      93,502Less:
      Accumulated depreciation
                                                      
                                                      
                                                      (84,873
                                                      )
                                                      
                                                      
                                                      (79,921
                                                      )Property
      and equipment, net
                                                      
                                                      
                                                      53,446
                                                      
                                                      
                                                      
                                                      13,581Total
      assets
                                                      
                                                      $
                                                      1,364,984
                                                      
                                                      
                                                      $
                                                      1,181,227Liabilities
      and stockholders' deficiencyCurrent
      liabilities:Accounts
      payable
                                                      
                                                      $
                                                      193,620
                                                      
                                                      
                                                      $
                                                      85,661Accrued
      expenses
                                                      
                                                      
                                                      57,579
                                                      
                                                      
                                                      
                                                      43,241Notes
      payable
                                                      
                                                      
                                                      2,711
                                                      
                                                      
                                                      
                                                      12,654Financing
      of receivables with related party
                                                      
                                                      
                                                      53,584
                                                      
                                                      
                                                      
                                                      -Total
      current liabilities
                                                      
                                                      
                                                      307,494
                                                      
                                                      
                                                      
                                                      141,556Long-term
      liabilities:Related
      party notes payable
                                                      
                                                      
                                                      2,298,197
                                                      
                                                      
                                                      
                                                      1,824,176Total
      liabilities
                                                      
                                                      
                                                      2,605,691
                                                      
                                                      
                                                      
                                                      1,965,732Commitments
      and contingenciesStockholders'
      deficiency:Common
      stock, par value $0.001 per share, 1,500,000,000 shares authorized at
      March 31, 2010 and December 31, 2009 and 1,471,998,871 and 1,470,998,871
      shares issued and outstanding at March 31, 2010 and December 31, 2009,
      respectively
                                                      
                                                      
                                                      1,471,999
                                                      
                                                      
                                                      
                                                      1,470,999Additional
      paid-in capital
                                                      
                                                      
                                                      8,446,426
                                                      
                                                      
                                                      
                                                      8,408,986Deficit
      accumulated during the development stage
                                                      
                                                      
                                                      (11,159,132
                                                      )
                                                      
                                                      
                                                      (10,664,490
                                                      )Total
      stockholders' deficiency
                                                      
                                                      
                                                      (1,240,707
                                                      )
                                                      
                                                      
                                                      (784,505
                                                      )Total
      liabilities and stockholders' deficiency
                                                      
                                                      $
                                                      1,364,984
                                                      
                                                      
                                                      $
                                                      1,181,227
  The
accompanying notes are an integral part of these condensed financial
statements.
  3
  BioElectronics
Corporation (A Development Stage Company)
 Condensed
Statements of Operations
 (Unaudited)
 
 For the three months ended March 31,
                                                      
                                                      
                                                      Period from April
                                                        10, 2000
                                                        (Inception) to2010
                                                      
                                                      
                                                      2009
                                                      
                                                      
                                                      March
      31, 2010Sales
                                                      
                                                      $
                                                      281,767
                                                      
                                                      
                                                      $
                                                      294,581
                                                      
                                                      
                                                      $
                                                      3,733,351Cost
      of Goods Sold
                                                      
                                                      
                                                      121,063
                                                      
                                                      
                                                      
                                                      75,883
                                                      
                                                      
                                                      
                                                      1,635,556Gross
      profit
                                                      
                                                      
                                                      160,704
                                                      
                                                      
                                                      
                                                      218,698
                                                      
                                                      
                                                      
                                                      2,097,795General
      and Administrative Expenses:Depreciation
      and Amortization
                                                      
                                                      
                                                      6,771
                                                      
                                                      
                                                      
                                                      3,645
                                                      
                                                      
                                                      
                                                      103,484Investor
      Relations Expenses
                                                      
                                                      
                                                      45,899
                                                      
                                                      
                                                      
                                                      5,390
                                                      
                                                      
                                                      
                                                      1,640,460Legal
      and Accounting Expenses
                                                      
                                                      
                                                      200,936
                                                      
                                                      
                                                      
                                                      18,698
                                                      
                                                      
                                                      
                                                      983,987Sales
      Support Expenses
                                                      
                                                      
                                                      71,767
                                                      
                                                      
                                                      
                                                      93,792
                                                      
                                                      
                                                      
                                                      1,499,697Other
      General and Administrative Expenses
                                                      
                                                      
                                                      300,575
                                                      
                                                      
                                                      
                                                      138,866
                                                      
                                                      
                                                      
                                                      7,486,709Total
      General and Administrative Expenses
                                                      
                                                      
                                                      625,948
                                                      
                                                      
                                                      
                                                      260,391
                                                      
                                                      
                                                      
                                                      11,714,337Loss
      from Operations
                                                      
                                                      
                                                      (465,244
                                                      )
                                                      
                                                      
                                                      (41,693
                                                      )
                                                      
                                                      
                                                      (9,616,542
                                                      )Interest
      Expense and Other:Interest
      Expense
                                                      
                                                      
                                                      (29,398
                                                      )
                                                      
                                                      
                                                      (19,797
                                                      )
                                                      
                                                      
                                                      (1,506,738
                                                      )Loss
      on Disposal of Assets
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (35,852
                                                      )Total
      Interest Expense and Other
                                                      
                                                      
                                                      (29,398
                                                      )
                                                      
                                                      
                                                      (19,797
                                                      )
                                                      
                                                      
                                                      (1,542,590
                                                      )Loss
      Before Income Taxes
                                                      
                                                      
                                                      (494,642
                                                      )
                                                      
                                                      
                                                      (61,490
                                                      )
                                                      
                                                      
                                                      (11,159,132
                                                      )Provision
      for Income Tax Expense
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Net
      loss
                                                      
                                                      $
                                                      (494,642
                                                      )
                                                      
                                                      $
                                                      (61,490
                                                      )
                                                      
                                                      $
                                                      (11,159,132
                                                      )Net
      loss Per Share - Basic and Diluted
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      
                                                      N/AWeighted
      Average Number of Shares Outstanding -Basic
      and Diluted
                                                      
                                                      
                                                      1,471,332,204
                                                      
                                                      
                                                      
                                                      400,727,694
                                                      
                                                      
                                                      
                                                      N/A
  The
accompanying notes are an integral part of these condensed financial
statements.
  4
  BioElectronics
Corporation (A Development Stage Company)
 Condensed
Statements of Cash Flows
 (Unaudited)
 
 For the three months ended March 31,
                                                    
                                                    
                                                    Period from
                                                      April 10, 2000
                                                      (Inception) to2010
                                                    
                                                    
                                                    2009
                                                    
                                                    
                                                    March
      31, 2010Cash
      flows from Operating Activities:Net
      loss
                                                    
                                                    $
                                                    (494,642
                                                    )
                                                    
                                                    $
                                                    (61,490
                                                    )
                                                    
                                                    $
                                                    (11,159,132
                                                    )Adjustment
      to Reconcile Net Loss toNet
      Cash Used In Operating Activities:Depreciation
      and amortization
                                                    
                                                    
                                                    6,771
                                                    
                                                    
                                                    
                                                    3,645
                                                    
                                                    
                                                    
                                                    105,055Provision
      for bad debts
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    58,255Amortization
      of non-cash debt issuance costs
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    725,373Non-cash
      expenses
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    649
                                                    
                                                    
                                                    
                                                    1,455,978Stock-based
      employee compensation expense
                                                    
                                                    
                                                    36,190
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    74,131Non-cash
      interest related to notes payable
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    5,017
                                                    
                                                    
                                                    
                                                    592,418Non-cash
      interest related to related party notes payable
                                                    
                                                    
                                                    29,021
                                                    
                                                    
                                                    
                                                    14,780
                                                    
                                                    
                                                    
                                                    116,724Adjustment
      of related party notes payable
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    77,397
                                                    
                                                    
                                                    
                                                    (266,490
                                                    )Amortization
      of loan costs
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    129,852Increase
      in related party notes payable for services rendered
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    562,776Loss
      on disposal of property and equipment
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    35,852Changes
      in Assets and Liabilities(Increase)
      Decrease in:Trade
      and other receivables
                                                    
                                                    
                                                    346,203
                                                    
                                                    
                                                    
                                                    (62,011
                                                    )
                                                    
                                                    
                                                    (279,350
                                                    )Trade
      receivables assigned to related party
                                                    
                                                    
                                                    (536,927
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (536,927
                                                    )Inventory
                                                    
                                                    
                                                    (156,119
                                                    )
                                                    
                                                    
                                                    (74,422
                                                    )
                                                    
                                                    
                                                    (357,478
                                                    )Trade
      receivable from related parties
                                                    
                                                    
                                                    55,327
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    55,327Prepaid
      expenses and others
                                                    
                                                    
                                                    (56,986
                                                    )
                                                    
                                                    
                                                    (1,152
                                                    )
                                                    
                                                    
                                                    (146,966
                                                    )Increase
      (Decrease) in:Accounts
      payable
                                                    
                                                    
                                                    107,959
                                                    
                                                    
                                                    
                                                    (38,609
                                                    )
                                                    
                                                    
                                                    333,868Accrued
      expenses
                                                    
                                                    
                                                    16,588
                                                    
                                                    
                                                    
                                                    (3
                                                    )
                                                    
                                                    
                                                    268,271Customer
      deposits
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (79,376
                                                    )
                                                    
                                                    
                                                    -Net
      cash used in operating activities
                                                    
                                                    
                                                    (646,615
                                                    )
                                                    
                                                    
                                                    (215,575
                                                    )
                                                    
                                                    
                                                    (8,232,463
                                                    )Cash
      flows from Investing ActivitiesAcquisition
      of property and equipment
                                                    
                                                    
                                                    (44,817
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (173,546
                                                    )Net
      cash Used in Investing Activities
                                                    
                                                    
                                                    (44,817
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (173,546
                                                    )Cash
      flows from Financing ActivitiesProceeds
      from note payable, net of loan costs of $10,000
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    1,090,148Payments
      on note payable
                                                    
                                                    
                                                    (9,943
                                                    )
                                                    
                                                    
                                                    (51,000
                                                    )
                                                    
                                                    
                                                    (538,162
                                                    )Proceeds
      from related party notes payable
                                                    
                                                    
                                                    445,000
                                                    
                                                    
                                                    
                                                    96,600
                                                    
                                                    
                                                    
                                                    5,249,953Proceeds
      from financing of receivables with related party
                                                    
                                                    
                                                    64,916
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    64,916Payments
      on related party notes payable
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (8,600
                                                    )
                                                    
                                                    
                                                    (969,803
                                                    )Payments
      for financing of receivables with related party
                                                    
                                                    
                                                    (11,332
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (11,332
                                                    )Proceeds
      from issuance of common stock
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    147,000
                                                    
                                                    
                                                    
                                                    3,623,837Other
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (9,987
                                                    )Net
      cash provided by financing activities
                                                    
                                                    
                                                    488,641
                                                    
                                                    
                                                    
                                                    184,000
                                                    
                                                    
                                                    
                                                    8,499,570Net
      increase (Decrease) in cash
                                                    
                                                    
                                                    (202,791
                                                    )
                                                    
                                                    
                                                    (31,575
                                                    )
                                                    
                                                    
                                                    93,561Cash-
      Beginning of Period
                                                    
                                                    
                                                    296,352
                                                    
                                                    
                                                    
                                                    55,278
                                                    
                                                    
                                                    
                                                    -Cash-
      End of Period
                                                    
                                                    $
                                                    93,561
                                                    
                                                    
                                                    $
                                                    23,703
                                                    
                                                    
                                                    $
                                                    93,561Supplemental
      Disclosures of Cash Flow Information:Cash
      paid during the periods for:Interest
                                                    
                                                    $
                                                    377
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    67,009Supplemental
      Schedule of Non-Cash Investing and Financing Activities:Conversion
      of debt and accrued interest into common stock
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    163,640
                                                    
                                                    
                                                    
                                                    N/AIssuance
      of common stock from accrued expense
                                                    
                                                    $
                                                    2,250
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    
                                                    2,250Conversion
      of warrants into common stock
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    5,336Prepaid
      insurance expense through issuance of notes
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    12,654Equipment
      purchases financed through capital leases and notes
payable
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    9,986
  The
accompanying notes are an integral part of these condensed financial
statements.
  5
  BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE
1 - BASIS OF PRESENTATION
 
 The
unaudited condensed financial statements included herein have been prepared by
BioElectronics Corporation (the “Company”, “we” or “us”), a Maryland corporation
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. The financial statements reflect all adjustments that are,
in the opinion of management, necessary to fairly state such
information.  All such adjustments are of a normal recurring
nature.  Although the Company believes that the disclosures are
adequate to make the information presented not misleading, certain information
and footnote disclosures, including a description of significant accounting
policies normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America, have
been condensed or omitted pursuant to such rules and regulations.
 
 The
year-end condensed balance sheet data were derived from audited financial
statements but do not include all disclosures required by accounting principles
generally accepted in the United States of America. Certain reclassifications
were made to the prior year financial statement amounts to conform to current
year presentation.  These financial statements should be read in
conjunction with the audited financial statements and accompanying notes
included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2009, as filed with the SEC on March 31, 2010.
 
 The
independent registered public accounting firm’s report on the financial
statements for the fiscal year ended December 31, 2009 states that because of
recurring substantial losses from operations and a deficit accumulated during
the development stage, there is substantial doubt about the Company’s ability to
continue as a going concern.  A “going concern” opinion indicates that
the financial statements have been prepared assuming the Company will continue
as a going concern and do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty.
 
 NOTE  2
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 DEVELOPMENT
STAGE COMPANY
 
 As
defined by ASC Topic 915, “Development Stage Entities” (formerly SFAS 7,
“Accounting and Reposting by Development Stage Enterprises”), the Company is
devoting substantially all of its present efforts to developing its
business.  Additionally, the Company has not yet commenced one of its
planned principal activities, the sales of products in the U.S. retail
market.  All losses accumulated since inception have been considered
as part of the Company’s development stage activities.  Costs of
start-up activities, including organizational costs, are expensed as
incurred.
  6
  BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE  2
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 TRADE
RECEIVABLES
 
 The
Company maintains reserves on customer accounts where estimated losses may
result from the inability of its customers to make required
payments.  These reserves are determined based on a number of factors,
including the current financial condition of specific customers, the age of
trade and other receivable balances and historical loss rate.  The
allowance for doubtful accounts was $33,791 at both March 31, 2010 and December
31, 2009.  Bad debt expense for the three months ended March 31, 2010
and March 31, 2009 were both $0.
 
 ADVERTISING
COSTS
 
 The
Company expenses the costs associated with advertising as
incurred.  Costs incurred to fund the production of advertisements are
reported as a prepaid expense if the related advertisement has not yet been
broadcast.   Prepaid advertising cost incurred to fund the production
of Infomericals was $43,196 and $34,014 at March 31, 2010 and December 31, 2009,
respectively.  During the three months ended March 31, 2010, $1,819 of
Infomercials costs were amortized.  Amortization costs for the three
months ended March 31, 2009 were $0.
 
 ISSUANCE
OF STOCK FOR NON-CASH CONSIDERATION
 
 All
issuances of the Company’s stock for non-cash consideration are assigned a per
share amount based on either the market value of the shares issued or the value
of consideration received, whichever is more readily
determinable.  The majority of the non-cash consideration pertains to
services rendered by consultants and others.  The fair value of the
services received was used to record the related expense and value attributed to
the shares issued.   On March 18, 2010, the Company issued
1,000,000 common shares to a consultant in respect of services provided in the
year ended December 31, 2009.   The shares were valued at
$0.00225 per share (or $2,250 in aggregate) and were issued in payment of
accrued liability related to services rendered by a consultant in
2009.
  7
  BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE  2
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  RECENT
ACCOUNTING PRONOUNCEMENTS
 
 Disclosure
of Fair Value Measurements
 In
January 2010, the Financial Accounting Standards Board (“FASB”) issued a final
Accounting Standards Update (“ASU”) that sets forth additional requirements and
guidance regarding disclosures of fair value measurements.  The ASU
requires the gross presentation of activity within the Level 3 fair value
measurement roll forward and details of transfers in and out of Level 1 and
Level 2 fair value measurements.  It also clarifies two existing
disclosure requirements within the current fair value authoritative guidance on
the level of disaggregation of fair
value measurements and disclosures on inputs and valuation
techniques.  The new requirements and guidance are effective for
interim and annual periods beginning after December 15, 2009, which for us
means our first quarterly period ending on March 31, 2010, except for the
Level 3 roll forward requirements which is effective for interim and annual
periods beginning after December 15, 2010, which for us means our first
quarterly period ending on March 31, 2011.  The adoption of the
disclosures effective this quarter did not have an impact on our financial
position, results of operations or cash flows.  Additionally, we do
not expect the adoption of the disclosures which were deferred until the first
quarter 2011 to have an impact on our financial position, results of operations
or cash flows.
 
 Stock
Based Compensation
 ASU
2010-13 provides amendments to Topic 718 to clarify that an employee share-based
payment award with an exercise price denominated in the currency of a market in
which a substantial portion of the entity's equity securities trades should not
be considered to contain a condition that is not a market, performance, or
service condition.  Therefore, an entity would not classify such an
award as a liability if it otherwise qualifies as equity.  The
amendments in ASU 2010-13 are effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2010 and are not
expected to have a significant impact on the Company’s financial
statements.
 
 Accounting for the Transfers of
Financial Assets
 In
June 2009, the FASB issued new guidance relating to the accounting for
transfers of financial assets.  The new guidance, which was issued as SFAS
No. 166, Accounting for
Transfers of Financial Assets, an amendment to SFAS No.140,
was adopted into Codification in December 2009 through the issuance of
Accounting Standards Updated (“ASU”) 2009-16.  The new standard eliminates
the concept of a “qualifying special-purpose entity,” changes the requirements
for derecognizing financial assets, and requires additional disclosures in order
to enhance information reported to users of financial statements by providing
greater transparency about transfers of financial assets, including
securitization transactions, and an entity’s continuing involvement in and
exposure to the risks related to transferred financial assets.  The new
guidance is effective for fiscal years beginning after November 15, 2009.
 The Company does not expect that the provisions of the new guidance will
have a material effect on its financial statements.
  8
  BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE  2
– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Accounting forVariable Interest
Entities
 In
June 2009, the FASB issued revised guidance on the accounting for variable
interest entities. The revised guidance, which was issued as SFAS No. 167,
Amending FASB Interpretation
No. 46(R),was adopted into Codification in December 2009
through the issuance of ASU 2009-17.  The revised guidance amends FASB
Interpretation No. 46(R), Consolidation of Variable Interest
Entities, in determining whether an enterprise has a controlling
financial interest
in a variable interest entity.  This determination identifies the primary
beneficiary of a variable interest entity as the enterprise that has both the
power to direct the activities of a variable interest entity that most
significantly impacts the entity’s economic performance, and the obligation to
absorb losses or the right to receive benefits of the entity that could
potentially be significant to the variable interest entity.  The
revised guidance requires ongoing reassessments of whether an enterprise is the
primary beneficiary and eliminates the quantitative approach previously required
for determining the primary beneficiary.  The Company does not expect that
the provisions of the new guidance will have a material effect on its financial
statements.
 
 Revenue
Recognition
 In
October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
Arrangements.  The new standard changes the requirements for
establishing separate units of accounting in a multiple element arrangement and
requires the allocation of arrangement consideration to each deliverable based
on the relative selling price.  The selling price for each deliverable is
based on vendor-specific objective evidence (“VSOE”) if available, third-party
evidence if VSOE is not available, or estimated selling price if neither VSOE or
third-party evidence is available.
 
 ASU
2009-13 is effective for revenue arrangements entered into in fiscal years
beginning on or after June 15, 2010.  The Company does not expect that
the provisions of the new guidance will have a material effect on its financial
statements.
 
 In
October 2009, the FASB issued Accounting Standards Update No. 2009-14,
"Certain Revenue Arrangements That Include Software Elements"("ASU No. 2009-14").
ASU No. 2009-14 amends guidance included within ASC Topic 985-605 to exclude
tangible products containing software components and non-software components
that function together to deliver the product’s essential
functionality.   Entities that sell joint hardware and software
products that meet this scope exception will be required to follow the guidance
of ASU No. 2009-13.  ASU No. 2009-14 is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010.   Early adoption and
retrospective application are also permitted.   The Company does not
expect that the provisions of the new guidance will have a material effect on
its financial statements.
  Subsequent
Events
 ASU
2010-09 amends ASC Subtopic 855-10, “Subsequent Events – Overall” (“ASC 855-10”)
and requires an SEC filer to evaluate subsequent events through the date that
the financial statements are issued but removed the requirement to disclose this
date in the notes to the entity’s financial statements.  The
amendments are effective upon issuance of the final update and accordingly, the
Company has adopted the provisions of ASU 2010-09 during the quarter ended March
31, 2010.  The adoption of these provisions did not have a significant
impact on the Company’s financial statements.
  9
  BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE
3 – GOING CONCERN
 
 The
Company’s financial statements have been prepared on a going concern basis which
contemplates the realization of assets and the liquidation of liabilities in the
ordinary course of business.  The Company has incurred substantial
losses from operations.  The Company sustained a net loss of $494,642
for the three months ended March 31, 2010.  The Company is currently
seeking financing to provide the needed funds for
operations.  However, the Company can provide no assurance that it
will be able to obtain the financing it needs to continue its efforts for market
acceptance, obtain U.S. FDA approval, maintain operations and alleviate
doubt about its ability to continue as a going concern.
 
 NOTE
4 - INVENTORY
  The
components of inventory as of March 31, 2010 and December 31, 2009
are:
  March 31, 2010
                          
                          
                          December 31,
                            2009Raw
      materials
                          
                          $
                          69,961
                          
                          
                          $
                          27,900Finished
      goods
                          
                          
                          287,517
                          
                          
                          
                          173,459$
                          357,478
                          
                          
                          $
                          201,359
  NOTE
5 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consists of the following at March 31, 2010 and December 31,
2009:
  March 31, 2010
                              
                              
                              December 31,
                                2009Machinery
      & Equipment
                              
                              $
                              131,437
                              
                              
                              $
                              86,620Leasehold
      improvements
                              
                              
                              6,882
                              
                              
                              
                              6,882138,319
                              
                              
                              
                              93,502Less:
      accumulated depreciation
                              
                              
                              (84,873
                              )
                              
                              
                              (79,921
                              )Total
      property and equipment, net
                              
                              $
                              53,446
                              
                              
                              $
                              13,581
  Depreciation
expense on property and equipment amounted to $4,952 and $3,645 for the three
months ended March 31, 2010 and March 31, 2009, respectively.
 
 NOTE
6 – INSURANCE PREMIUM FINANCING
 
 During
2009, the Company entered into an insurance premium financing agreement with an
independent company to purchase insurance policies for directors’ and officers’
liability, general liability and product liability.  The annual
interest rate was 6.26%.  The remaining balance of the amount financed
was $12,654 as of December 31, 2009 and $9,943 payment was made during the three
months ended March 31, 2010.  The interest expense for this note was
$100 for the three months ended March 31, 2010.  The outstanding
payable balance at March 31, 2010 was $2,711, which is due in full by May 31,
2010.
  10
 
 BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE
7 – FINANCING OF RECEIVABLES WITH RELATED PARTY
 
 The
Company entered into an agreement (the “Agreement”) on March 5, 2010, with
Jarenz LLC (“Jarenz”), a related party, pursuant to which Jarenz is providing
accounts receivable financing and collection services to the
Company.
 
 The
Agreement provides for the Company to assign certain accounts receivable
balances to Jarenz in exchange for a Cash Advance Amount of up to 80% of the
face value of the receivables transferred; such amount determined upon
discussions between the parties.    Following collection of
the related receivable, Jarenz pays the balance thereof to BioElectronics minus
the initial down payment and a discount fee earned by Jarenz.
 
 Jarenz’s
discount fee is a percentage, between 1% to 9.5%, of the Cash Advance Amount
based upon the number of days elapsing between the date of purchase by Jarenz
and the date of collection of the related accounts receivable.
 
 The
Company accounts for transactions under the Agreement as secured borrowings
since the Company has not surrendered control of the transferred accounts
receivable to Jarenz under the Agreement.  The Company reports the
proceeds received from Jarenz as a current liability.   The
discount fee and any subsequent interest payments are recorded as interest
expense in the Statement of Operations.  The accounts receivable
balance at March 31, 2010 includes receivables amounting to $536,927 which have
been assigned to Jarenz under the Agreement.  The Company recorded an
allowance for doubtful accounts of $33,791 against this receivable as of March
31, 2010.
 
 As at
March 31, 2010, Jarenz received $85,247 from the assigned receivables which was
not yet forwarded to the Company.  Interest expense of $277 was
recorded for the three months ended March 31, 2010.   Jarenz is a
limited liability company, whose owner is the daughter of the President of the
Company.
 
 NOTE
8 – RELATED PARTY NOTES PAYABLE
 
 On
January 1, 2005, the Company entered into an unsecured revolving convertible
promissory note agreement (“the Revolver”) with IBEX, LLC (“IBEX”) a related
party, for a maximum limit of $2,000,000, with interest at the Prime Rate plus
2% (5.25% for the three months ended March 31, 2010), and all accrued interest
and principal due on or before January 1, 2015, whether by the payment of cash
or by conversion into shares of the Company’s common stock. The Revolver is
convertible at various conversion prices based on the VWAP for the 10 trading
days preceding the date of conversion.  IBEX, LLC is a limited
liability company, whose President is the daughter of the President of the
Company.  The balance of the Revolver was $1,304,626 as at March 31,
2010.
  11
  BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE
8 – RELATED PARTY NOTES PAYABLE (CONTINUED)
 
 In
addition to the Revolver as described above, on August 1, 2009, the Company
entered into a convertible promissory note agreement with IBEX, for $519,920,
with simple interest at 8% per annum.  All accrued interest and
principal are due on or before August 31, 2011, whether by the payment of cash
or by conversion into shares of the Company’s common stock.  The
promissory note is convertible equal to the quotient of (i) a sum equal to the
entire outstanding principal and interest, divided by (ii) the conversion price
of $.019 per share.  According to the Security Agreement dated August
1, 2009, the Company grants IBEX a security interest in, all of the right,
title, and interest of the Company, in and to all of the Company’s personal
property and intellectual property, and all proceeds or replacements as
collaterals.
 
 On
February 9, 2010, the Company entered into a convertible promissory note
agreement with IBEX, for $135,000, with simple interest at 8% per
annum.  All accrued interest and principal are due on or before
February 2, 2012, whether by the payment of cash or by conversion into shares of
the Company’s common stock.  The promissory note is convertible equal
to the quotient of (i) a sum equal to the entire outstanding principal and
interest, divided by (ii) the conversion price of $.01 per
share.  According to the Security Agreement dated February 9, 2010,
the Company grants IBEX a security interest in, all of the right, title, and
interest of the Company, in and to all of the Company’s personal property and
intellectual property, and all proceeds or replacements as
collaterals.
 
 On March
31, 2010, the Company entered into a convertible promissory note agreement with
IBEX, for $310,000, with simple interest at 8% per annum.  All accrued
interest and principal are due on or before March 31, 2012, whether by the
payment of cash or by conversion into shares of the Company’s common
stock.  The promissory note is convertible equal to the quotient of
(i) a sum equal to the entire outstanding principal and interest, divided by
(ii) the conversion price of $.01 per share.
 
 Total
interest expense incurred on the related party notes payable for the three
months ended March 31, 2010 and 2009 was $29,021 and $14,780,
respectively.
  12
  BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE
9 – LOSS PER SHARE
 
 The
following table sets forth the computation of basic and diluted share
data:
 
 Three months ended March 31,2010
                                  
                                  
                                  2009Common
      Stock:Weighted
      average number of shares outstanding – basic
                                  
                                  
                                  1,471,332,204
                                  
                                  
                                  
                                  400,727,694Effect
      of dilutive securities:Options
      and Warrants
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Weighted
      average number of shares outstanding – diluted
                                  
                                  
                                  1,471,332,204
                                  
                                  
                                  
                                  400,727,694Options
      and Warrants not included above (anti-dilutive)Options
      to purchase common stock
                                  
                                  
                                  51,550,000
                                  
                                  
                                  
                                  350,000Warrants
      to purchase common stock
                                  
                                  
                                  332,000
                                  
                                  
                                  
                                  4,844,44451,882,000
                                  
                                  
                                  
                                  5,194,444
  NOTE
10 – SHARE BASED COMPENSATION
 
 On
November 30, 2004, as amended March 22, 2005, the Company adopted the
BioElectronics Equity Incentive Plan (''the Plan''), for the purpose of
providing incentives for officers, directors, consultants and key employees to
promote the success of the Company, and to enhance the Company's ability to
attract and retain the services of such persons.  The Plan initially
reserved 10 million shares of common stock for issuance, which was amended to
100 million shares on March 1, 2010.  The issuance can be in the forms of
options or shares.  The options may be incentive, nonqualified or
stock appreciation rights.  The shares may be issued for
performance.
 
 As of
March 31, 2010, the Company had 40,365,000 shares available for future grant
under the Plan.
  Restricted
Stock
  The
following table is a summary of activity related to restricted stock grants to
directors, consultants and key employees for the three months ended March 31,
2010:
  Restricted
      shares granted
                        
                        
                        53,750,000Weighted
      average grant date fair value per share
                        
                        $
                        0.01515Aggregate
      grant date fair value
                        
                        $
                        814,045Restricted
      shares forfeited
                        
                        
                        -Vesting
      service period of shares granted
                        
                        3 yearsGrant
      date fair value of shares vested
                        
                        $
                        -
  13
  BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE
10 – SHARE BASED COMPENSATION (CONTINUED)
  Compensation
expense related to the fair value of these awards is recognized straight-line
over the requisite service period based on those restricted stock grants that
ultimately vest.  The fair value of grants is measured by the market
price of the Company’s common stock on the date of grant and then applied a
liquidity discount of 50 percent.  This discount rate is determined by
analyzing the Company’s liquidity history and using peer company data to
estimate.   Restricted stock awards generally vest ratably over
the service period beginning with the first anniversary of the grant
date.
 
 There was
no restricted stock outstanding as at March 31, 2009.
 
 The
Company adopted the provisions of SFAS No. 123R in the beginning of
2006.  SFAS No. 123R requires that compensation cost relating to
share-based payment transactions be recognized as an expense over the service
period or vesting term.   Accordingly, compensation costs recognized
for the restricted stock for the three months ended March 31, 2010 and 2009
totaled $36,190 and $0, respectively.
 
 Stock
Options
 Option
awards are granted with an exercise price equal to Company's bid price on the
Pink Sheets on the date of grant, which is fair value.  The options vest
over three years of continuous service and are exercisable over ten years from
the date of grant.
 
 There
were no grants, exercises or expirations of options during the three months
ended March 31, 2010.
 
 Summary
information about the Company's stock options outstanding at March 31,
2010:
 
 Weighted AverageExercise
                              
                              Options
                              
                              
                              Remaining Years of
                              
                              
                              Weighted Average
                              
                              
                              OptionsPrice
                              
                              Outstanding
                              
                              
                              Contractual Life
                              
                              
                              Exercise Price
                              
                              
                              Exercisable$
                              0.300
                              
                              
                              350,000
                              
                              
                              
                              0.75
                              
                              
                              $
                              0.300
                              
                              
                              
                              350,000
  14
  BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE
11 - WARRANTS
 
 There
were no grants, exercises or expirations of warrants during the three months
ended March 31, 2010.
  The
following table summarizes the characteristics of the outstanding warrants as at
March 31, 2010:
 
 Optionsoutstandingweighted
      averageExercise
                                  
                                  
                                  
                                  Original
                                  
                                  remaining
      lifePrice
                                  
                                  Number
                                  
                                  Term
      (Years)
                                  
                                  in
      years$
                                  0.33
                                  
                                  332,000
                                  
                                  5
                                  
                                  0.42
 
 NOTE
12 – FAIR VALUE MEASUREMENTS
 
 The
Company’s financial instruments consist primarily of cash, receivables, accounts
payable and notes payable.  The carrying amounts of such financial
instruments approximate their respective estimated fair value due to the
short-term maturities and/or approximate market interest rates of these
instruments.  The estimated fair value is not necessarily indicative of the
amounts the Company would realize in a current market exchange or from future
earnings or cash flows.
 
 NOTE
13 – INCOME TAXES
 
 The
Company has not provided for income tax expense for the three months ended March
31, 2010 because of a significant net operating loss carry-forward of
approximately $4.6 million.  A full valuation allowance has been
recorded against the deferred tax asset resulting from the benefits associated
with the net operating loss carry-forward.
 
 NOTE
14 – COMMITMENTS AND CONTINGENCIES LITIGATION
 
 General
 In the
ordinary course of conducting its business, the Company may become involved in
various legal actions and other claims, some of which are currently
pending.  Litigation is subject to many uncertainties and management
may be unable to accurately predict the outcome of individual litigated
matters.  Some of these matters may possibly be decided unfavorably
towards the Company.
 
 The
Company is involved, on a continuing basis, in monitoring our compliance with
environmental laws and in making capital and operating improvements necessary to
comply with existing and anticipated environmental
requirements.  While it is impossible to predict with certainty,
management currently does not foresee such expenses in the future as having a
material effect on the business, results of operations, or financial condition
of the Company.
  15
  BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE
14 – COMMITMENTS AND CONTINGENCIES LITIGATION (CONTINUED)
 
 William Lyons v.
BioElectronics Corporation
 In 2005,
a lawsuit was filed against the Company by William Lyons for alleged breach of
contract and conversion claims associated with fees for services provided to the
Company.  Mr. Lyons alleged that Andrew Whelan, the president of the
Company, the Company, and PAW II, a Maryland limited liability company,
(collectively, “the Defendants”) reached an agreement to convey stock to Mr.
Lyons.  The defendants deny that any such agreement was in place or
that Mr. Lyons had the right to enforce such an agreement.
 
 On May
29, 2009, through binding arbitration, Mr. Lyons was awarded approximately $1.2
million for his claims.  Subsequently, on June 25, 2009 the Company filed,
in the Circuit Court of Frederick County, Maryland, a Petition to Vacate
Arbitration Award issued by the arbitrator.  The Motion was denied by
the Court on December 30, 2009.
 
 On
January 14, 2010, the Court entered Judgment in favor of Mr. Lyons and against
the Defendants jointly and severally in the amount of $1,217,919.  The
matter is now on appeal in the Maryland Court of Special Appeals.
 
 As of the
date of this filing, the Court of Special Appeals has not ruled on the Appeal.
However, the Defendants intend to pursue the appeal toward either settlement or
reversal.  It is management’s opinion that, the court’s decision will
be reversed on appeal or the amount of damages will be reduced because the
arbitrator used information beyond the evidence to reach his
verdict.  Management’s position is also that any Judgment against the
Corporation is improper because Mr. Whelan and the other Board members present
had no authority to make this agreement on behalf of the Company.  If
the claims are not vacated by the Court, the Board of Directors will pursue
collection of the damages from the Directors who participated in the
action.
 
 At this
time, the Company cannot accurately estimate actual damages to the claimants
since the appeal is still pending.  As a result of all the
uncertainties, the outcome cannot be reasonably determined at this time and the
Company is unable to estimate the loss, if any, in accordance with ASC Topic 450
“Contingencies” (formerly SFAS No. 5, “Accounting for
Contingencies”).
  16
 
 BioElectronics
Corporation (A Development Stage Company)
 Notes to
Condensed Financial Statements
 (Unaudited)
  NOTE
15 – RELATED PARTY TRANSACTIONS
 
 In
addition to the related party transactions disclosed in Note 7 and Note 8,
BioElectronics signed a distribution agreement on February 9, 2009 with eMarkets
Group, LLC (eMarkets) a company owned and controlled by a member of the board of
directors and sister of the Company's president.   The agreement
provides for eMarkets to be the exclusive distributor of the veterinary products
of the Company to customers in certain countries outside of the United States
for a period of three years.   The distribution agreement lists
the prices to be paid for the Company's products by eMarkets and provides for
the Company to provide training and customer support at its own cost to support
the distributor’s sales function.
 
 Sales
transactions to eMarkets recognized for the three months ended March 31, 2010
include $1,273 in sales and $152 in cost of goods sold.  For the three
months ended March 31, 2009, sales to eMarkets accounted for $15,750 in sales
and $3,210 in cost of goods sold to eMarkets.  Sales include $0 and
$14,784 from bill and hold revenues transactions for the three months ended
March 31, 2010 and 2009, respectively.    The balance due
from eMarkets was $24,723 and $165,297 at March 31, 2010 and December 31, 2009,
respectively.  Such amounts were presented under “Trade receivables
from related parties”.
  17
  Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
  This
Quarterly Report on Form 10-Q may contain certain forward-looking statements,
including without limitation, statements concerning BioElectronics Corporation
(“the Company”) operations, economic performance and financial condition. These
forward-looking statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995, and within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended. The
words "believe," "expect," "anticipate," "will," "could," "would,"
"should," "may," "plan," "estimate," "intend," "predict," "potential,"
"continue," and the negatives of these words and other similar
expressions generally identify forward-looking statements. These
forward-looking statements may include statements addressing our operations
and our financial performance. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of their dates. These
forward-looking statements are based largely on the Company's current
expectations and are subject to a number of risks and uncertainties.
Factors we have identified that may materially affect our results are discussed
in our Annual Report on Form 10-K, including the documents, for the year
ended December 31, 2009, particularly under Item 1A, "Risk Factors".
In addition, other important factors to consider in evaluating such
forward-looking statements include changes in external market factors, changes
in the Company’s business or growth strategy or an inability to execute its
strategy, including due to changes in its industry or the economy generally. In
light of these risks and uncertainties, there can be no assurances that the
results referred to in the forward-looking statements will, in fact, occur. We
undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may arise after the date of this report.
Readers are urged to carefully review and consider the various disclosures made
in this report, in our Annual Report on Form 10-K and in our other filings with
the Securities and Exchange Commission that attempt to advise interested parties
of the risks and factors that may affect our business.
 
 INTRODUCTION
 
 We are
the maker of inexpensive, drug–free, anti-inflammatory medical devices and
patches.  Our wafer thin patches contain an embedded microchip and
battery that deliver pulsed electromagnetic energy, a clinically proven and
widely accepted anti-inflammatory and pain relief therapy that heretofore has
only been possible to obtain from large, facility-based equipment.  We
market and sell our products under the brand names ActiPatch®, AllayTM,
RecoveryRxTM and HealFastTM.
 
 During
the three months ended March 31, 2010, our focus was on launching direct
response television (DRTV) tests in Latin America, preparing other international
launches of DRTV campaigns, implementing extensive product improvements,
fulfilling large orders, and obtaining additional domestic and international
distribution channels.  Securing additional U.S. FDA market clearance
is central to market entry and product acceptance.
 
 Our
customers include physicians, market product distributors, and direct response
television distributors.  Plastic surgery is the only domestic market
segment with current U.S. FDA market clearance.  Consequently, until
additional clearances are received from the U.S. FDA, domestic sales are
restricted primarily to medical providers, and the majority of sales will be
located outside the United States.  As of March 31, 2010, we have
established distribution agreements with distributors that offer our product for
sale in over 40 countries internationally, mainly in Europe, Latin America,
Middle East and South East Asia.  The international market is expected
to further expand going forward and to eventually constitute two-thirds of our
total sales.
  18
 
 MAJOR
GOALS, SIGNIFICANT ACTIVITIES AND RESULTS
 DURING
FIRST QUARTER OF 2010
 
 BioElectronics’
operational plan is centered on marketing oriented functions.  We
believe our product set is very strong, our quality is very high, our
ISO-certified production capabilities are extensive, and our Company is
structured for accelerated growth.  Over the past 24 months, the
Company has significantly strengthened its product lines, improved product
quality, created new packaging, and redesigned marketing materials and
products.
 
 We have
several major goals to continue the advancement of its business operations,
including:  1) completing additional clinical trials; 2) obtaining
additional U.S. FDA and international product market clearances; 3) continuing
to build our four primary brands; 4) building domestic distribution, including
direct response television commercials and drug/grocery store-based
distribution; and 5) expanding our already growing international distribution
network.
 
 Additional
U.S. Government FDA and International Regulatory Body Filings
 
 Our
product is currently classified as a high risk, Class III device.  We
have U.S. FDA market clearance for the treatment of edema following
blepharoplasty.  We have filed two additional 510(k) market clearance
applications for “relief of musculoskeletal pain” and “relief of menstrual cycle
pain and discomfort” for over-the-counter sales.  Even though the U.S.
FDA is reluctant to give us over-the-counter clearance for a Class III device,
we are currently pursuing both reclassification and approval of the pending
applications.  We are also preparing an additional U.S. FDA market
clearance request for our new chronic pain device and a market clearance request
for post-operative pain and edema.  As we expand internationally, we
are required to and do obtain additional market clearance in each
country.
 
 Continue
to Build Our Four Primary Markets
 
 We
augmented our marketing team in 2009 with two experienced Brand Managers to help
build our brands.  In the coming months, we plan to add additional
brand management staff to further assist our marketing efforts.
 
 Because
BioElectronics has only limited U.S. FDA clearance of its products, mass
distribution to direct consumers in the United States is
prohibited.  We believe U.S. FDA clearance for some of our products is
forthcoming, and thus, we are currently in the process of identifying and
building a domestic distribution network.
 
 Continued
Expansion of Our Already Growing International Distribution Network
 
 BioElectronics
has made steady, significant progress in building an international distribution
network.  Due to the Company obtaining over-the-counter sales approval
for its products in Canada, Europe and many other markets, it has regular
interest from international distribution companies to market and distribute the
product lines. Our strategy is to partner with distributors that have the
experience and financial ability to place our products into the consumer goods
retail sales channels.  We have seen success in executing this
strategy relative to Canada, Western Europe, South-East Asia and the Middle
East.  Since retail distribution is a core strategy, the Company is
regularly in negotiations with existing and future distributors, and anticipates
signing additional contracts with qualified distributors in Asia, Europe, and
other international locations.
  19
  The
Company developed Direct Response Television (DRTV) materials produced by
leading companies (Schulberg Media Works for English-speaking markets, and RC
Productions for Hispanic markets) for both the ActiPatch Back Pain product and
the Allay Menstrual Pain Therapy product. Subsequently, the commercials are
extremely helpful with establishing partnerships with major DRTV companies to
test our products in many countries. The Company contracted with TeleDEPOT in
Latin America, where it completed a very successful test in several countries.
In Canada, we are partnering with Northern Response, one of the world’s largest
DRTV companies, to test our products. Northern Response is also looking for
further opportunities in six additional international locations that show
interest in our products. In Australia and New Zealand, one of our distributors
will test the back pain commercial; while in Turkey, another distributor will
test Allay, our menstrual pain product.
 
 Other
Issues Relative to Plan of Operations
 
 Cash
Requirements - BioElectronics is currently in a strong current asset position
with its current assets exceeding current liabilities, yielding a current ratio
well above one.  As is typical for most growth companies,
BioElectronics may, in the future, need to raise additional funds to finance its
working capital requirements.  It is unknown at this time how much, if
any, additional funds will be needed to execute our business plan, as it is
highly dependent upon our sales growth trajectory over the coming
quarters.
 
 Research
and Development – Our products are substantially developed and ready for sale,
and many of our products are currently offered for sale on the international
market.  We are designing several new products based on our core
technologies with developmental costs being financed through normal operating
cash flows.
 
 Expected
Purchase or Sale of Plant and Significant Equipment - BioElectronics does not
anticipate any major purchases or sales of plant or significant
equipment.
 
 Expected
Changes in the Number of Employees - We are currently recruiting new talent and
expect our hiring will focus on marketing personnel, support, and manufacturing
staff.  Our hiring plans are dependent upon revenue growth rates over
the coming quarters.
  20
 
 RESULTS
OF OPERATIONS
 
 Our
principal activity, to sell and market in the U.S. retail market, has not yet
commenced due to the lack of U.S. FDA approval for our
product.   As a result, we consider ourselves a development stage
entity in accordance with FASB Accounting Standards Codification Topic 915,
“Development Stage Enterprise”, and accordingly present, in our financial
statements, the results of operations and other disclosures for the company for
the period from our inception, April 10, 2000 to March 31, 2010.
  Three
Months Ended March 31, 2010 Compared to Three Months Ended March 31,
2009
 
 Revenue.  Revenue
from operations for the three months ended March 31, 2010 and 2009 amounted
to approximately $282,000 and $295,000, respectively, a decrease of $13,000 or
4% over the prior year.  The following table summarizes the Company’s
domestic, international and veterinary (related party) revenues earned during
the three months ended March 31, 2010 and 2009:
 
 For the three months ended, March 31,2010
                                      
                                      
                                      2009Amounts
                                      
                                      
                                      Percentage
                                      
                                      
                                      Amounts
                                      
                                      
                                      PercentageInternational
                                      
                                      $
                                      252,440
                                      
                                      
                                      
                                      90
                                      %
                                      
                                      $
                                      116,766
                                      
                                      
                                      
                                      40
                                      %Domestic
                                      
                                      
                                      28,054
                                      
                                      
                                      
                                      10
                                      %
                                      
                                      
                                      162,065
                                      
                                      
                                      
                                      55
                                      %Veterinary
                                      
                                      
                                      1,273
                                      
                                      
                                      
                                      0
                                      %
                                      
                                      
                                      15,750
                                      
                                      
                                      
                                      5
                                      %$
                                      281,767
                                      
                                      
                                      
                                      100
                                      %
                                      
                                      $
                                      294,581
                                      
                                      
                                      
                                      100
                                      %
  International
sales increased by approximately $136,000 or 116% in the three months ended
March 31, 2010 from the comparative period in 2009 as a result of new
distributorship agreements signed in 2010 and increased sales through agreements
signed in prior years.   Domestic sales reduced by approximately
$134,000 or 83% in the three months ended March 31, 2010 from the comparative
period in 2009 resulting from sales of special cervical devices totaling
$100,000 in 2009.
 
 Veterinary
revenues of $1,273 and $15,750 were recorded in the three months ended March 31,
2010 and 2009, respectively.   The reduction in veterinary
revenues is primarily due to eMarkets requesting shipment of the bill and hold
transactions from 2009 in lieu of purchasing additional
units.  eMarkets is our exclusive distributor of veterinary products
to customers in certain countries outside of the United States.
 
 At March
31, 2010, the Company has not yet delivered 43,160 units, totaling approximately
$366,000 bill and hold sales recognized for the year ended December 31,
2009.  The units will be shipped during 2010 to help meet the
distribution 2010 purchase obligation.
  21
  Cost of Goods Sold and Gross
Margin.  Costs of goods sold for the three months ended March
31, 2010 and 2009 amounted to approximately $121,000 and $76,000,
respectively.   Gross margin decreased from approximately 74% of
sales for the three months ended March 31, 2009 to approximately 57 % for the
three months ended March 31, 2010.  The decrease was primarily the
result of replacing 7,500 defective units totaling approximately $30,000 in cost
of goods sold.  Other factors include higher production costs, which
arose from an increase in the use of contingent workers to expedite shipment of
the new Allay packaging, and higher shipping costs related to international
sales.  We expect the normal gross margins on our products to be in
the range of 66 % to 70 % of sales in the future, depending on product mix and
sales prices. This gross margin range is consistent with other medical device
and pharmaceutical companies.
  General and Administrative
Expense.  For the three months ended March 31, 2010, general
and administrative expenses amounted to approximately $626,000 as compared to
$260,000 in comparative period of 2009, an increase of $366,000 or 142% over the
prior period.  The increase in general and administrative expenses in
2010 was primarily driven by an increase in accounting, legal and investor
relations expenses to begin reporting to the SEC.
  General
and administrative expenses of approximately $626,000 for the three months ended
March 31, 2010 included approximately $72,000 in marketing support expenses,
approximately $201,000 in legal and accounting expense, approximately $46,000 in
investor relation consulting expense, approximately $7,000 in depreciation and
amortization, and approximately $300,000 in other general and administrative
expenses.
  General
and administrative expenses of approximately $260,000 for the three months ended
March 31, 2009, consisted of approximately $94,000 in sales support expenses,
approximately $19,000 in legal and accounting expense, approximately $5,000 in
investor relations expense, approximately $4,000 in depreciation and
amortization, and $139,000 in other general and administrative
expenses.
  Interest Expense.Interest
expense increased to approximately $29,000 for the three months ended March 31,
2010 from approximately $20,000 in the comparable period in
2009.   The increase in interest expense was mainly attributed to
the new financing loans with IBEX, LLC (“IBEX”).   IBEX, LLC is a
limited liability company, whose President is the daughter of the President of
the Company.
 
 Net Loss.  Net
losses increased from approximately $61,000 during the first three months of
2009 to approximately $495,000 during the comparative period in
2010.  Losses were increased primarily due to increase in general and
administrative expense and interest expense.
  22
  LIQUIDITY
AND CAPITAL RESOURCES
 
 Our
sources of funds are primarily cash flows from financing
activities.  We raise funds for our operations by borrowing on notes,
agreements with third parties and related parties, and selling equity in the
capital markets.  We are still operating as a development stage
company, in which we are devoting substantially all of our present efforts to
developing our business.  For every year and period since our
inception, we have generated negative cash flow from
operations.   At March 31, 2010, our cash and cash equivalents
were approximately $94,000. Since December 31, 2009, our balance of cash and
cash equivalents decreased by approximately $203,000 as a result of our loss
from operations in the quarter of $494,642, offset by changes in our working
capital balances and proceeds received from our financing activities, primarily
proceeds from the issuance of related party notes payable and assignment of
receivables under our factoring agreement with Jarenz LLC (“Jarenz”), a related
party.  Jarenz is a limited liability company, whose  owner
is the daughter of the President of the Company.
 
 Since our
inception on April 10, 2000, the majority of our financing has been provided by
the Company’s founders including the CEO, certain board members, and their
immediate family and associates.  As of March 31, 2010, all of the
Company’s debt was provided by these related parties.  We present the
secured borrowing as short-term liabilities and the notes payable as long-term
liabilities in our financial statements, as the holders of these notes (who are
related parties) have no current intention to pursue repayment of these
amounts.
 
 At March
31, 2010, we had positive working capital of approximately $1,004,000 which is
comparable to approximately $1,026,000 at December 31, 2009.
 
 On
January 1, 2005, we entered into an unsecured revolving convertible promissory
note agreement (“the Revolver”) with IBEX, for a maximum limit of $2,000,000,
with interest at the Prime Rate plus 2% (i.e. 5.25% for the three months ended
March 31, 2010), and all accrued interest and principal due on or before January
1, 2015, whether by the payment of cash or by conversion into shares of our
common stock.  The Revolver is convertible into Common Shares of the
Company at various conversion prices based on the VWAP for the 10 trading days
preceding the date of conversion.  As of March 31, 2010, an amount of
approximately $1,305,000 was drawn from the Revolver.
 
 On August
1, 2009, we entered into a convertible promissory note agreement with IBEX, for
$519,920, with simple interest at 8% per annum.  All accrued interest
and principal are due on or before August 31, 2011, whether by the payment of
cash or by conversion into shares of our common stock.  The promissory
note is convertible into Common Shares of the Company based on (i) a sum equal
to the entire outstanding principal and interest, divided by (ii) the conversion
price.
 
 On
February 9, 2010, the Company entered into a convertible promissory note
agreement with IBEX, for $135,000, with simple interest at 8% per
annum.  All accrued interest and principal are due on or before
February 2, 2012, whether by the payment of cash or by conversion into shares of
the Company’s common stock.  The promissory note is convertible into
Common Shares of the Company based on (i) a sum equal to the entire outstanding
principal and interest, divided by (ii) the conversion price.
  23
  On March
31, 2010, the Company entered into a convertible promissory note agreement with
IBEX, for $310,000, with simple interest at 8% per annum.  All accrued
interest and principal are due on or before March 31, 2012, whether by the
payment of cash or by conversion into shares of the Company’s common
stock.  The promissory note is convertible equal to the quotient of
(i) a sum equal to the entire outstanding principal and interest, divided by
(ii) the conversion price.
 
 The
Company entered into an Agreement (the “Agreement”) on March 5, 2010, with
Jarenz pursuant to which Jarenz is providing accounts receivable financing and
collection services to the Company.  The Agreement provides for the
Company to assign certain accounts receivable balances to Jarenz in exchange for
a cash advance amount of up to 80% of the face value of the receivables
transferred; such amount determined upon discussions between the
parties.    Following collection of the related receivable,
Jarenz pays the balance thereof to BioElectronics minus the initial down payment
and a discount fee earned by Jarenz.  Jarenz’s discount fee is a
percentage of the cash advance amount based upon the number of days elapsing
between the date of purchase by Jarenz and the date of collection of the related
accounts receivable.  As at March 31, 2010, 10% of the initial down
payment of the assigned receivables was drawn totaling approximately
$65,000.  The Company will draw further cash advance amounts upon
additional financing needs.
  Net Cash Used In Operating
Activities.Net cash used in operating activities amounted to
approximately $647,000 and $216,000 in the three months ended March 31, 2010 and
March 31, 2009.
  Net cash
used in operating activities amounted to approximately $647,000 for the three
months ended March 31, 2010 primarily as a result of the net loss incurred for
the quarter, offset by changes in the Company’s capital balances including an
increase in trade and other receivables of approximately $191,000, increase in
accounts payable of approximately $108,000, and increase in inventory of
approximately $156,000.
  Net cash
used in operating activities amounted to approximately $216,000 for the three
months ended March 31, 2009 primarily as a result of the net loss incurred for
the quarter, offset by changes in the Company’s capital balances including an
increase in trade and other receivables of approximately $62,000, decrease in
accounts payable of approximately $39,000, increase in inventory of
approximately $74,000, and decrease in customer deposits of approximately
$79,000.
  Net Cash Used in Investing
Activities.During the three months ended March 31, 2010, we purchased
approximately $45,000 of laboratory equipment to develop new products and to
improve quality assurance.   We did not make any significant
investments in fixed or other long-term assets during the three months ended
March 31, 2009.
  24
  Net Cash Provided by Financing
Activities.Net cash provided by financing activities amounted to
approximately $489,000 and $184,000 in three months ended March 31, 2010 and
March 31, 2009, respectively.  The increase of approximately $305,000
was primarily because of the increase in proceeds obtained from related party
notes payable of approximately $348,000.
  During
the three months ended March 31, 2010, the Company generated approximately
$489,000 in cash from financing activities through the issuance of notes payable
to related parties (amounting to $445,000) and the assignment of receivables to
related parties (amounting to $65,000).  The proceeds received from
these activities were used to repay notes payable and financing of receivable
(amounting to $21,000) and to fund operations during the year.
  During
the three months ended March 31, 2009, the Company generated $184,000 in cash
from financing activities mainly through the issuance of related party notes
payable (amounting to $96,600) and the sale of common shares (amounting to
$147,000).  The funds received were used to repay certain notes
payable (amounting to $51,000) and to fund operations.
 
 Going
concern.   The Company’s financial statements have been
prepared on a going concern basis which contemplates the realization of assets
and the liquidation of liabilities in the ordinary course of
business.  We have incurred substantial losses from operations in the
three months ended March 31, 2010 and prior years, including a net loss of
approximately $495,000 and $61,000 for the three months ended March 31, 2010 and
March 31, 2009 respectively.  The Company also has an accumulated
deficit as of March 31, 2010 of $11,159,132.
 
 We are
currently looking for additional financing to provide funds for operations and
to complete our developmental activities.  However, we can provide no
assurance that we will be able to obtain financing on reasonable terms and at
sufficient levels to enable us to complete developmental activities, receive
U.S. FDA approval and develop sufficient sales revenue and achieve profitable
operations.  Until sufficient financing has been received to complete
our developmental activities, there exists substantial doubt as to our ability
to continue as a going concern.
  Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.
 
 We have
minimal market risk inherent in our financial position.  We do not
have any derivative financial instruments and do not hold any derivative
financial instruments for trading purposes.  Our market risk primarily
represents the potential loss arising from adverse changes in market interest
rates.  Our results from operations could be impacted by decreases in
interest rates on our cash and cash equivalents.  Additionally, we may
be exposed to market risk from changes in interest rates related to any debt
that may be outstanding under our related party notes payable.  We do
not expect our cash flows to be affected to any significant degree by a sudden
change in market interest rates.
 
 We
operate our business within the United States and sell to the United States and
certain international locations such as Italy, Canada, Saudi Arabia,
Scandinavia, Netherlands and Singapore.  We execute all of our
transactions in U.S. dollars and therefore do not have any foreign currency
exchange risk.
  25
  Item 4T. Controls and
Procedures.
 
 We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms and that such
information is accumulated and communicated to our management, including our
President, Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosures. In designing and
evaluating these disclosure controls and procedures, management recognizes that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
 
 Evaluation
of disclosure controls and procedures
 
 We
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this Quarterly
Report on Form 10-Q. Disclosure controls and procedures are designed to
ensure that information required to be disclosed in our reports filed under the
Exchange Act, such as this Quarterly Report on Form 10-Q are recorded,
processed, summarized and reported within the time periods specified by the
SEC.  Disclosure controls are also designed to ensure that such
information is accumulated and communicated to our President, Chief Executive
Officer and Chief Financial Officer, and other management, as appropriate, to
allow timely decisions regarding required disclosure.
 
 Based on
the evaluation, our President, Chief Executive Officer and Chief Financial
Officer after evaluating the effectiveness of our “disclosure controls and
procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)),
have concluded that, subject to the inherent limitations noted in this
Part I, Item 4T, as of March 31, 2010, our disclosure controls and
procedures were not effective due to the existence of several material
weaknesses in our internal control over financial reporting, as discussed
below.
 
 Material
Weaknesses Identified
 
 In
connection with the preparation of our financial statements for the year ended
December 31, 2009, certain significant deficiencies in internal control
became evident to management that, in the aggregate, represent material
weaknesses, including:
 
 (i) Lack
of a sufficient number of independent directors for our board and audit
committee.  We currently only have one independent director on our
board, which is comprised of three directors, and on our audit committee, which
is comprised of one director.  Although we are considered a controlled
company, whereby a group holds more than 50% of the voting power and as such are
not required to have a majority of our board of directors be independent, it is
our intention to have a majority of independent directors in due
course.
  26
 
 (ii) Lack
of a financial expert on our audit committee.  We currently do not
have an audit committee financial expert, as defined by SEC regulations, on our
audit committee.
 
 (iii) Insufficient
segregation of duties in our finance and accounting functions due to limited
personnel.   During the three months ended March 31, 2010, we had
one person on staff that performed nearly all aspects of our financial reporting
process, including, but not limited to, access to the underlying accounting
records and systems, the ability to post and record journal entries and
responsibility for the preparation of the financial
statements.   This creates certain incompatible duties and a lack
of review over the financial reporting process that would likely result in a
failure to detect errors in spreadsheets, calculations, or assumptions used to
compile the financial statements and related disclosures as filed with the
SEC.   These control deficiencies could result in a material
misstatement to our interim or annual consolidated financial statements that
would not be prevented or detected.
 
 As part
of the communications by Berenfeld, Spritzer Shechter & Sheer LLP,
(“Berenfeld, Spritzer”), with our Audit Committee with respect to Berenfeld,
Spritzer’s audit procedures for fiscal 2009, Berenfeld, Spritzer informed the
audit committee that these deficiencies constituted material weaknesses, as
defined by Auditing Standard No. 5, “An Audit of Internal Control Over
Financial Reporting that is Integrated with an Audit of Financial Statements and
Related Independence Rule and Conforming Amendments,” established by the Public
Company Accounting Oversight Board (“PCAOB”).
 
 Plan
for Remediation of Material Weaknesses
 
 We intend
to take appropriate and reasonable steps to make the necessary improvements to
remediate these deficiencies.  We intend to consider the results of
our remediation efforts and related testing as part of our year-end 2010
assessment of the effectiveness of our internal control over financial
reporting.
 
 We have
implemented certain remediation measures and are in the process of designing and
implementing additional remediation measures for the material weaknesses
described in this Quarterly Report on Form 10-Q.  Such
remediation activities include the following:
 
 ·
              At
      an appropriate time, we will recruit one or more additional independent
      board members to join our board of directors.  Such recruitment
      will include at least one person who qualifies as an audit committee
      financial expert to join as an independent board member and as an audit
      committee member.
 
 ·
              We will
      hire or engage additional qualified and experienced accounting personnel
      as necessary to review our quarter-end closing processes as well as
      provide additional oversight and supervision within the accounting
      department.
 
 In
addition to the foregoing remediation efforts, we will continue to update the
documentation of our internal control processes, including formal risk
assessment of our financial reporting processes.
  27
 
 Changes
in Internal Controls over Financial Reporting
  There
were no significant changes in internal control over financial reporting during
the first quarter of 2010 that materially affected, or are reasonably likely to
materially affect, our internal control over financing reporting.
  PART II - OTHER
INFORMATION
 
 Item 1. Legal
Proceedings.
 The
Company and Andrew Whelan, President & CEO, were defendants in a lawsuit
brought by a plaintiff who is seeking damages arising from a breach by the
Company of certain alleged oral contractual obligations.  The
plaintiff claimed that, pursuant to these alleged obligations, he would have
been entitled to receive common stock from the Company as compensation for
rendering certain services to the Company.  The matter was removed
from Maryland state court to arbitration provided for in the contract at
issue.  The plaintiff prevailed in arbitration, and a judgment was entered
against BioElectronics Corporation, PAW, LLC and Andrew Whelan in the amount of
$1,217,919.10.  The Company believes the plaintiff’s claims to be without
merit and the arbitrator’s decision to have been possible only by a manifest
disregard of the law.  As such, the Company and Mr. Whelan filed a
Petition to Vacate Arbitration Award with the Maryland Court of Special
Appeals.  Though no rulings have yet been issued, a mediation hearing on
the petition is scheduled for June 17, 2010.  The Company intends to
continue defend the matter and vigorously pursue any and all available
remedies.
 
 The Board
of Directors has retained legal counsel to pursue, if necessary, the collection
of any damages to the Company.
 
 Item 1A.
Risk Factors.  As a smaller reporting company, Registrant is
not required to provide the information required by this item.
 
 Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
 On March
18, 2010, the Company issued and tendered 1,000,000 common shares to a
consultant in respect of services provided in the year ended December 31,
2009.  The shares were recorded at $0.00225 per share (or $2,250 in
aggregate), and the related expense was recorded in the prior year.
 
 Item 3. Defaults Upon Senior
Securities.
 We have
minimal market risk inherent in our financial position.  We do not
have any derivative financial instruments and do not hold any derivative
financial instruments for trading purposes.  Our market risk primarily
represents the potential loss arising from adverse changes in market interest
rates.  Our results from operations could be impacted by decreases in
interest rates on our cash and cash equivalents.  Additionally, we may
be exposed to market risk from changes in interest rates related to any debt
that may be outstanding under our related party notes payable.  We do
not expect our cash flows to be affected to any significant degree by a sudden
change in market interest rates.
  28
  Item 4.
(Removed and Reserved).Not
applicable.
  Item 5.
Other Information.  Not
applicable
  Item 6.
Exhibits.
 
 Exhibit
31.1. Certification of Principal Executive Officer and Principal Financial
Officer
 Exhibit
32.1. Certification of Chief Executive Officer and Chief Financial
Officer.
  29
  SIGNATURES
 
 Pursuant
to the requirements of  Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned; thereunto duly authorized, in Frederick, Maryland, on May 12,
2010.
  BIOELECTRONICS
      CORPORATIONMay
      12, 2010
                By:
                /S/    Andrew
      J. WhelanAndrew
      J. WhelanPresident,
      Chief Executive Officer, Chief
                  Financial
      Officer and Director(Principal
      Executive Officer and
                  Principal Financial
      Officer)
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of Registrant and in the
capacities indicated on May 12, 2010.
  Signature
                    
                    Title/S/    Andrew
      J. Whelan
                    
                    President,
      Chief Executive Officer, Chief Financial Officer and
      DirectorAndrew
      J. Whelan
                    
                    (Principal
      Executive Officer and Principal Financial
  Officer)
  30