Letter from the President

April 19, 2011

A Letter from Chairman Richard Staelin

Dear BioElectronics Shareholders:

In response to shareholder requests for clarification, I’d like to provide more detail about our decision to file yesterday a Form 15 with the SEC.

As we reported In January the Company appointed a new independent auditor, Cherry, Bekaert, and Holland (“CBH”) to replace our prior firm, (Berenfeld, Spritzer, Shechter, Sheer, LLP) which ceased operations and dissolved its operations in December 2010.

In a filing on February 13, 2011, we outlined our plans to restate and provide additional documentation.   Since then, the SEC has asked for clarification and restatement of our reports for prior years.  Because the original audit firm is no longer available to certify the audits, we will need to have the 2006 and 2007 audits redone.  These additional requests from the SEC coupled with a new audit firm have delayed the issuance of the 2010 audit report. However, we expect to complete the 2010 audit report and we will continue to provide this and subsequent audit reports and have them posted on the OTC Markets web site. www.OTCmarkets.com.

To date we have spent more than 300 thousand dollars on accounting and legal costs for this last effort. As Chairman of our Audit Committee and after extensive consultation with management, our external accounting firm, our new auditors and attorneys, we have collectively concluded that the cost of continuing to finance SEC reporting status is not justified since these expenses and effort are not generating any revenue or getting us a single new customer.

We have been covering these legal and accounting expenses with shareholder loans. This withdraw from the SEC reporting status will allow us to focus on resources on meeting the requirements of the FDA and our new marketing and sales efforts.

Sincerely,

Richard Staelin
Chairman,
BioElectronics Board of Directors

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