10-Q 1 f10q0713_bioneutralgroup.htm QUARTERLY REPORT f10q0713_bioneutralgroup.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
x          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended July 31, 2013
 
OR
 
o      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______ to _______.
 
Commission File No. 333-149235
 
 
BIONEUTRAL GROUP, INC.
 
 
(Exact name of registrant as specified in its charter)
 
 
Nevada
 
26-0745273
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
211 Warren St.,   Newark, New Jersey
 
07103
(Address of principal executive offices)
 
(Zip Code)
 
(973) 577-8003
  (Registrant’s telephone number, including area code)

 
(Former name, former address and former fiscal year, if changed since last report)

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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  x   Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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).   o Yes   o     No

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
o
 
Accelerated filer
o
 
 
 
 
 
Non-accelerated filer
(Do not check if a smaller reporting company)
o
 
Smaller reporting company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes     x No

The number of shares of the registrant's common stock, par value $0.00001 per share, outstanding as of September 1, 2013 was 164,616,730 shares.
 


 
 

 

BIONEUTRAL GROUP, INC.

TABLE OF CONTENTS
 
 
 
 

 

BIONEUTRAL GROUP, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
 
ASSETS
 
   
July 31,
2013
   
October 31,
 2012
 
   
(Unaudited
   
(Audited)
 
Current Assets
           
Cash
  $ 7,802     $ 676  
Accounts Receivable - Net
    1,916       657  
Inventory
    20,021       3,342  
Total Current Assets
    29,739       4,675  
                 
                 
Property & Equipment - Net
    410       569  
Intellectual Property - Net
    9,426,679       9,958,222  
Other Assets
    2,500       14,496  
                 
TOTAL ASSETS
  $ 9,459,328     $ 9,977,962  
                 
Current Liabilities
               
Accounts Payable and Accrued Expense
  $ 1,059,228     $ 975,479  
Convertible Notes Payable net of Discount of $87,911 at July 31, 2013
    142,032       -  
Current Portion of Convertible Loans from Stockholders
    60,936       416,695  
Accrued Compensation
    732,256       167,668  
Related Party Payables
    84,385       70,199  
Derivative Liability
    354,095       -  
Current Liabilities
    2,432,932       1,630,041  
                 
Long Term Liabilities
               
Convertible Loans From Stockholders net of Discount of $- and $- at July 31, 2013 and October 31, 2012
    1,388,647       788,370  
Total Long Term Liabilities
    1,388,647       788,370  
                 
TOTAL LIABILITIES
    3,821,579       2,418,411  
                 
Commitments and Contingencies
               
                 
Equity:
               
BioNeutral Group, Inc. Stockholders’ Equity
               
        Preferred Stock, $.001 par value; 10,000,000 shares authorized, with 684,600 designated as follows
               
           Convertible Preferred Stock, Series B, $.001 par value; 213,500 shares authorized, 53,491
               
               issued and outstanding at July 31, 2013 and October 31, 2012, respectively.
               
           Liquidation Preference $534,910 at July 31, 2013 and October 31, 2012, respectively.
    54       54  
           Convertible Preferred Stock, Series C, $.001 par value; 100,000 shares authorized, 56,081
               
               issued and outstanding at July 31, 2013 and October 31, 2012, respectively.
               
           Liquidation Preference $560,810 at July 31, 2013 and October 31, 2012, respectively.
    56       56  
           Convertible Preferred Stock, Series D, $.001 par value; 231,100 shares authorized, 128,251 and 136,051
               
               issued and outstanding at July 31, 2013 and October 31, 2012, respectively.
               
           Liquidation Preference $1,282,510 and $1,360,510 at July 31, 2013 and October 31, 2012, respectively.
    128       136  
           Convertible Preferred Stock, Series E, $.001 par value; 140,000 shares authorized,
               
               0 issued and outstanding at July 31, 2013 and October 31, 2012, respectively.
               
           Liquidation Preference $0 at July 31, 2013 and October 31, 2012, respectively.
    -       -  
Common Stock, $.00001 Par Value; 200,000,000 shares authorized, 164,616,730 and 125,356,184
               
            issued and outstanding at July 31, 2013 and October 31, 2012, respectively.
    1,646       1,253  
Additional Paid-in Capital
    63,161,197       63,990,912  
Due from Vinfluence
    (136,848 )     (1,526,673 )
Shares issued to Board of Directors
    -       (47,200 )
Accumulated Deficit
    (57,283,641 )     (54,967,589 )
Total BioNeutral Group, Inc. Stockholders’ Equity
    5,742,592       7,450,949  
                 
Non controlling Interest
    (104,902 )     108,543  
Preferred Stock, $.001 par value; 5,000,000 shares authorized, with 800,000 designated as follows
               
Convertible Preferred Stock, Series A, $.001 par value; 800,000 shares authorized, 59,493 shares issued and outstanding at July 31, 2013 and October 31, 2012 respectively.
               
Liquidation Preference $1,072,361 at July 31, 2013 and October 31, 2012, respectively, included in Non controlling interest
    59       59  
Total Non controlling Interest
    (104,843 )     108,602  
                 
Total Equity
    5,637,749       7,559,551  
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 9,459,328     $ 9,977,962  
 
See Notes to Condensed Consolidated Financial Statements
 
1

 
 
BIONEUTRAL GROUP, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

   
Three Months Ended July 31,
   
Nine Months Ended July 31,
 
   
2013
   
2012
   
2013
   
2012
 
                         
Revenues
  $ 3,310     $ 888     $ 4,950     $ 2,390  
                                 
Cost of Revenues
    1.174       744       1,732       947  
                                 
Gross Profit
    2,136       144       3,218       1,443  
                                 
Operating Expenses
                               
Depreciation and Amortization
    177,234       177,234       531,702       531,702  
Salaries
    266,737       107,123       590,544       294,831  
Consulting Expense
    252,417       89,500       472,890       401,192  
Legal and Accounting Expenses
    48,740       68,836       316,759       227,133  
Other Selling, General and Administrative Expenses
    84,165       181,805       429,271       543,808  
Total Operating Expenses
    829,293       624,498       2,341,166       1,998,666  
                                 
Loss from Operations
    (827,157 )     (624,354 )     (2,337,948 )     (1,997,223 )
                                 
Other Income (Expense)
                               
Interest Expense
    (34,131 )     (17,719 )     (100,268 )     (43,325 )
Consulting Fee Reimbursement – Vinfluence Settlement
    -       -       238,750       -  
Amortization of debt discount
    (212,920 )     -       (425,281 )     -  
Change in Fair Value of Derivative Liability
    (29,356 )     -       95,250       -  
Total Other Expense
    (276,407 )     (17,719 )     (191,549 )     (43,325 )
                                 
Net Loss Before Income Taxes
    (1,103,564 )     (642,073 )     (2,529,497 )     (2,040,548 )
                                 
Provision for Income Taxes
    -       -       -       -  
                                 
Net Loss
    (1,103,564 )     (642,073 )     (2,529,497 )     (2,040,548 )
                                 
Loss Attributable to Non-controlling Interest
    93,095       54,192       213,445       172,228  
                                 
Net Loss Attributable to BioNeutral Group, Inc.
  $ (1,010,469 )   $ (587,881 )   $ (2,316,052 )   $ (1,868,320 )
                                 
Net Loss Per Common Share - Basic and Diluted
  $ (0.01 )   $ (0.01 )   $ (0.02 )   $ (0.02 )
                                 
Weighted Average Number of Common Shares outstanding
                               
Basic and Diluted Loss per Share
    149,565,330       123,019,227       135,968,202       109,387,409  
 
See Notes to Condensed Consolidated Financial Statements
 
 
2

 
 
BIONEUTRAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
   
For the Nine Months Ended July 31,
 
   
2013
   
2012
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net Loss
  $ (2,529,497 )   $ (2,040,548 )
Adjustments to Reconcile Net Loss To Net Cash Used in Operating Activities
               
Stock Based Compensation
    481,315       5,431  
Depreciation and Amortization
    531,702       531,702  
Issuance of Stock related to professional services
    20,342       435,800  
Interest added to promissory notes
    83,575       54,356  
Change in fair value of derivative liability
    (95,251 )     -  
Amortization of debt discount
    425,281       -  
Settlement of Consulting Expense – Vinfluence Settlement
    (238,750 )        
Changes in Operating Assets and Liabilities
               
Accounts receivable
    (1,259 )     50  
Inventory
    (16,679 )     106  
Other Assets
    11,996       (11,996 )
Accounts Payable and Accrued Expenses
    706,165       (40,420 )
Related Party Payables
    14,186       (10,711 )
                 
NET CASH USED IN OPERATING ACTIVITIES
    (606,874 )     (1,076,230 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Net Proceeds From Issuance of Preferred and Common Stock
    -       1,000,000  
Proceeds from Convertible Loan from Stockholder
    -       60,000  
Proceeds from Convertible Promissory Notes
    614,000       83,500  
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    614,000       1,143,500  
                 
NET INCREASE IN CASH
    7,126       67,270  
                 
CASH, BEGINNING OF PERIOD
    676       3,215  
                 
CASH, END OF PERIOD
  $ 7,802     $ 70,485  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
               
Cash paid for Interest
  $ -     $ -  
Cash paid for Income Taxes
  $ -     $ -  
                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
               
Non-cash settlements of Promissory Note
  $       $ (1,288,592 )
Non-cash settlements of Accounts Payable and Accrued Expenses
  $ 57,826     $ (1,629,938 )
Non-cash Intellectual Property Cost (Accrual Reversal) Additions
  $ -     $ (32,500 )
Non-cash conversion of promissory note to common stock
  $ 223,115     $ (104,900 )
Aggregate value of derivative liabilities
  $ 277,957     $ -  
Beneficial conversion option
  $ 63,847    
$
-  
Shares issued to Board of Directors
  $ -     $ 47,200  
Non-cash settlement with Vinfluence
  $ 1,331,999     $ 1,526,673  
 
See Notes to Condensed Consolidated Financial Statements
 
3

 
 
BioNeutral Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)
 
Note  1  - Nature of Business & Organization
 
BioNeutral Group, Inc. (the “Company”) is a specialty chemical corporation seeking to develop and commercialize a novel combinational chemistry-based technology which it believes, in certain circumstances, may neutralize harmful environmental contaminants, toxins and dangerous micro-organisms including bacteria, viruses and spores. The Company currently operates its business through its subsidiary, BioNeutral Laboratories Corporation USA (“BioNeutral Laboratories” or “BioLabs”), a corporation organized in Delaware in 2003. The Company was incorporated in the State of Nevada on April 10, 2007 under the name “Moonshine Creations, Inc.,” and changed its name to “BioNeutral Group, Inc.” on December 22, 2008.

On January 30, 2009, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with BioNeutral Laboratories pursuant to which it agreed to issue to the shareholders of BioNeutral Laboratories 45,000,000 shares of our common stock. Upon completion of this transaction, the former shareholders of BioNeutral Laboratories became the majority stockholders of the Company. Accordingly, the transaction was accounted for as a reverse merger and recapitalization of BioNeutral Group, Inc.

Note 2  –  Liquidity and Financial Condition

The Company's unaudited condensed financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no significant revenues and has generated losses from operations. In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its strategic plan and/or recognize revenue from its intangible assets and eventually attain profitable operations. The accompanying unaudited condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. There can be no assurance the Company will be able to continue as a going concern.

At July 31, 2013, the Company had negative working capital of $2,403,193. For the nine months ended July 31, 2013 the Company incurred a net loss of $2,529,497 and since inception has an accumulated deficit of $57,283,641.  For the same period in 2012, the Company’s net loss was $2,040,548.    The Company anticipates it will experience a net loss in fiscal 2013 as it continues to pursue markets for the sale and distribution of its products and development of access to global markets.

The Company had $7,802 of cash at July 31, 2013.    Cash used by operations for the nine months ended July 31, 2013 was $606,874.  The principal use of funds were for consulting services supporting the development of our business plan, legal and accounting fees in connection with being a public company and daily operations of the business, including rent, travel and laboratory costs.

During the nine months ended July 31, 2013, the Company raised $614,000 of cash from the issuance of convertible debentures to fund operations.

On December 12, 2012 the Company issued a convertible promissory note to JMJ financial in the amount of $250,000 of which it received payments through the date of this report of $135,000.    It expects to receive additional payments from JMJ under the note at various intervals during the calendar year 2013.

On October 18, 2012, the Board of Directors of the Company approved a stock compensation plan for professionals and consultants.    The Plan was approved by the Board, on November 7, 2012 and the Company filed with the Securities and Exchange Commission a registration statement on Form S-8 for issuance of up to ten (10) million shares pursuant to the stock compensation plan.    It plans to fund a portion of our expenses by issuing shares of its S-8 common stock to consultants and professionals.

 
4

 
 
On December 11, 2012, the Company entered into an Equity Purchase Agreement (“Equity Line of Credit”) with Southridge Partners II, LP (“Southridge”) for an equity line of up to $10,000,000. Pursuant to the Equity Purchase Agreement, the Company has the right, at its discretion, to sell to Southridge up to $10 million of its common stock from time to time over a 36-month period. The Company will have the right, but is not obligated, to sell stock to Southridge depending on certain conditions as set forth in the Agreement.    The Company submitted a registration statement to the SEC and is currently engaged in the process of responding to comments received from the SEC. The Company cannot begin utilizing the Equity Line of Credit until approval is granted by the SEC.

While the Company has been able to use proceeds from the issuance of convertible promissory notes to fund a substantial balance of its operating costs, it does not expect that its funds will be sufficient to meet its anticipated needs through August 1, 2014 and it will need to raise additional capital during fiscal 2013 to fund the full costs associated with its growth and development.

The Company believes that it will be able to generate significant sales by the first quarter of 2014 providing for sufficient cash flows to supplement its equity financing based on its current plans.   If it’s able to execute its plan, the Company can begin to accumulate cash reserves.    There is no assurance however that its funds will be sufficient to meet its anticipated needs through its fiscal year 2013, and it may need to raise additional capital during fiscal 2013 to fund the full costs associated with its growth and development.  The Company believes that it will require approximately $2,000,000 in additional capital to achieve its goals.  There can be no assurances that it will be successful in raising additional capital on favorable terms if at all. If the Company is unable to secure additional capital, it may be required to curtail its business development initiatives, impair its intellectual property and take additional measures to reduce cost in order to conserve cash.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Note  3  - Summary of Significant Accounting Policies
 
Basis of Presentation
 
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all the information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to make the financial position of the Company as of July 31, 2013 and the results of operations for the three and nine months ended July 31, 2013 and 2012 and cash flows for the nine months ended July 31, 2013 and 2012 not misleading. The unaudited condensed consolidated financial statements for the quarterly periods ended July 31, 2013, and 2012 are not necessarily indicative of the operating results for the full year and it is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the audited financial statements for the years ended October  31, 2012 and 2011 as contained in the Form 10-K filed on January 29, 2013.

 
5

 
 
Revenue recognition
 
The revenue recorded is presented net of sales and other taxes we collect on behalf of governmental authorities and includes shipping and handling costs, which generally are included in the list price to the customer. Our policy is to recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104 based on when (i) persuasive evidence of an arrangement exists, (ii) delivery or performance has occurred, (iii) the fee is fixed or determinable, and (iv) collectability of the sale is reasonably assured, which is normally the date the product is shipped.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount the Company expects to collect. The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Accounts receivable are presented net of an allowance for doubtful accounts of $44,672 at both July 31, 2013 and October 31 2012.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments with a maturity of six months or less when purchased to be cash equivalents. For financial statement purposes, investments in money market funds are considered a cash equivalent and are included in cash and cash equivalents. The Company maintains its cash and cash equivalents at high credit quality institutions, with balances, at times, in excess of federally insured limits. As of July 31, 2013, the Company did not exceed the federally insured limits. Management believed that the financial institution that holds our deposits are financially sound and therefore pose minimal credit risk. At July 31, 2013 and October 31 2012, the Company did not hold any cash equivalents.

Inventory
 
Inventories are stated at the lower of cost or market determined by the first-in, first-out method.  In the normal course of business, when a customer places an order, the Company will place an order for manufacturing with its contract manufacturer.  Inventory consists primarily of finished goods.  Once completed, the contract manufacturer will ship directly to the customer.  As such, the Company does not currently store inventoried product at any location.  In addition, the Company does not have significant sales.  If sales were to increase in the future, the Company may decide that the best course of action would be to carry inventory.

Non-Controlling Interest
 
A non-controlling interest was created as a result of the Company’s reorganization and recapitalization with a public shell corporation. The non-controlling interest arose because the Company’s records indicated that initially 14% of the shareholders of the accounting acquirer in the transaction, BioLabs, did not participate in the exchange of their shares of common stock of BioLabs for shares of common stock of the Company. In all material respects, the shares of the Company and the shares of the common stock of BioLabs included in the non-controlling interest represent different legal instruments conveying mirror ownership claims to the same underlying net assets and operations, as reflected in these unaudited condensed consolidated financial statements.
  
Use of Estimates
 
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include valuing equity securities, share based payment arrangements, deferred taxes and related valuation allowances and estimating the fair value of long-lived assets to assess whether impairment charges may be necessary. Certain of our estimates, could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

 
6

 
 
Fair Value Measurements
 
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which    defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
 
The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our long-term credit obligations approximate fair value because the effective yields on these obligations, are comparable to rates of returns for instruments of similar credit risk.
 
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
 
Level 1 — quoted prices in active markets for identical assets or liabilities
 
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
 
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Financial liabilities measured at fair value on a recurring basis are summarized below:

   
Fair value measurements at July 31, 2013
 
                   
       
Quoted prices in
         
       
active markets for
 
Significant
 
Significant
 
       
unobservable
 
other
 
observable
 
       
identical assets
 
inputs
 
inputs
 
    Total   
(Level 1)
 
(Level 2)
 
(Level 3)
 
Derivative liability
 
$
354,095
         
$
354,095
 

The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the valuation hierarchy.

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:
 
   
July 31,
   
October 31,
 
   
2013
   
2012
 
   
(unaudited)
       
             
Beginning Balance
 
$
--
   
$
--
 
Aggregate fair value of derivative issued
 
 
277,957
   
 
--
 
Issuance date charge for difference between fair value and note proceeds
   
171,389
     
--
 
Change in fair value of derivative included in results of operations
 
 
(95,251)
   
 
--
 
Ending Balance
 
$
354,095
   
$
--
 

 
7

 

Convertible Instruments
 
The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.”
 
Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a)  the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b)  the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c)  a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Stock-Based Compensation
 
The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, the Company calculates the fair value of the award on the date of grant using the Black-Scholes method for stock options and the quoted price of its common stock for unrestricted shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, the Company calculate the fair value of the award on the date of grant in the same manner as employee awards, however, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.
 
Reclassifications

Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform with the presentation in the current year financial statements.   These reclassifications have no effect on previously reported loss.
 
Net income (loss) per share

The Company utilizes FASB ASC 260, Earnings per Share, to calculate gain or loss per share. Basic gain or loss per share is computed by dividing the gain or loss available to common stockholders (as the numerator) by the weighted-average number of shares of common stock outstanding (as the denominator). Diluted gain or loss per share is computed similar to basic gain or loss per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all potential common stock (including common stock equivalents) had all been issued, and if such additional shares of common stock were dilutive. Under FASB ASC 260, if the additional shares of common stock are not dilutive, they are not added to the denominator in the calculation. Where there is a loss, the inclusion of additional shares of common stock is anti-dilutive (since the increased number of shares reduces the per share loss available to common stock holders). The Company incurred a loss for the three and nine months ended July 31, 2013 and 2012 therefore, common stock equivalents have been excluded from the calculation of diluted loss per share.

The following table outlines the common stock equivalents outstanding as of July 31, 2013 and 2012.
 
   
7/31/2013
   
7/31/2012
 
Convertible Series A Preferred Stock – Non Controlling Interest
    594,930       594,930  
Convertible Series B Preferred Stock
    6,686,375       6,686,375  
Convertible Series C Preferred Stock
    7,010,125       7,010,125  
Convertible Series D Preferred Stock
    16,031,375       17,006,375  
Stock Options
    6,142,809       6,142,809  
Convertible Loans
    344,061,637       12,812,522  
      380,527,251       50,253,136  
 
The Convertible Series A Preferred shares are currently held by the Non-Controlling interests until such time as they are converted into the Company’s common shares.
 
 
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Recent Accounting Pronouncements
 
In July 2012, the FASB issued ASU 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment." This ASU simplifies how entities test indefinite-lived intangible assets for impairment which improve consistency in impairment testing requirements among long-lived asset categories. These amended standards permit an assessment of qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, these amended standards eliminate the requirement to perform quantitative impairment testing as outlined in the previously issued standards. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, early adoption is permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations.
 
In July 2013, the FASB  issued ASU 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.”  Under this new guidance, companies must present this unrecognized tax benefit in the financial statements as a reduction to deferred tax assets created by net operating losses or other tax credits from prior periods that occur in the same taxing jurisdiction. If the unrecognized tax benefit exceeds such credits it should be presented in the financial statements as a liability. This update is effective for annual and interim reporting periods for fiscal years beginning after December 15, 2013. The adoption of this standard is not expected to have a material impact on the Company’s results of operations, cash flows or financial position.
 
Note 4 – Intellectual Property
 
The Company has several patent applications pending regarding proprietary chemical formulations that the Company believes are capable of neutralizing noxious chemicals and eliminating harmful microbes.  The Company capitalized the costs of acquired technology, know-how and trade secrets and identifiable costs incurred to develop file and defend the Company’s Intellectual Property and new patent or provisional patent applications (collectively “Intellectual Property”) in accordance with FASB ASC 350.  Periodic gross carrying amounts and related accumulated amortization were as follows:
 
   
7/31/2013
   
10/31/2012
 
Gross Carrying Amount
  $ 15,256,688     $ 15,256,688  
Accumulated Amortization
    (5,830,009 )     (5,298,466 )
Net Carrying Amount
  $ 9,426,679     $ 9,958,222  
 
The Company follows FASB ASC 350-30-35 and amortizes the costs of its Intellectual Property over the shorter of its specific useful life, or 20 years. The Company is amortizing its Intellectual Property over 20 years, with no anticipated residual value. Amortization expense for the three months ended July 31, 2013 and 2012 was $177,181 and $177,181, respectively. Amortization expense for the nine months ended July 31, 2013 and 2012 was $531,543 and $531,543, respectively.
 
Estimated amortization expense is as follows

10/31/2013 (Remaining)
    177,181  
10/31/2014
    708,723  
10/31/2015
    708,723  
10/31/2016
    708,723  
10/31/2017
    708,723  
 
The Intellectual Property is evaluated annually for recoverability pursuant to FASB ASC 350-30-35-14 and related guidance in ASC 360-10-35-17 thru 35-35.  An impairment loss is recognized if the asset is determined not to be recoverable and its carrying amount exceeds its fair value. During its annual impairment testing, the Company did not identify an impairment loss.
 
 
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Note 5 - Related Party Payables

During the three months ended July 31, 2013 and 2012, the Company recorded interest expense of $518 and $518, respectively, and during the nine months ended July 31, 2013 and 2012, the Company recorded interest expense of $1,554 and $1,554, respectively, on promissory notes entered into with former members of the Board of Directors who resigned their positions with the Company on January 29, 2009.
 
Note 6 - Stock Based Compensation

The Company issues shares of its common stock to employees and non-employees as compensation for services provided. Stock based compensation related to employees is accounted for in accordance with FASB ASC 718-10 and ASC 505-50 for non-employees. All shares issued during fiscal years 2012 and 2011 were fully vested upon grant of the shares or no later than the respective year end dates.

Employees and Board Members

Measurement of compensation cost related to shares of common stock issued to employees is based on the grant date fair value of the shares. Fair value was determined through the use of quoted prices in the trading market for the Company’s shares (OTCBB) or arms-length exchanges of shares for cash in private transactions, in periods that quoted market prices were not available.
 
During the nine months ended July, 31, 2013, the Company issued 2,340,350 shares of its S-8 registered common stock to employees for compensation and out of pocket expenses of $76,347 for the nine months ended July 31, 2013.  The shares were valued and issued based on the preceding ten (10) day average of the prevailing quotation prices for the Company's stock.

On July 10, 2013, the Board of Directors approved and adopted Deferred Compensation arrangements with certain key employees (the “Deferred Compensation Agreements”). Pursuant to the Deferred Compensation Agreements, the Company’s: 1) President and Chief Executive Officer, Mark Lowenthal, 2) Chief Scientific Officer, Andy Kielbania and 3) internal accountant, Tom Cunningham, (the “Employees”), have agreed to defer significant portions of their compensation over the course the current fiscal year. Through the date of this report the Employees have collectively deferred $370,961 of salaried compensation. The Employees agreed to defer their compensation to financially assist the efforts undertaken to commercialize the Company’s products. In light of the contributions made by the Employees, the Board agreed to execute agreements with the Employees that (among other provisions) provide for a payment date, interest at eight percent 8% per annum and the option to convert any unpaid balance to shares of the Company’s common stock.

On April 25, 2013 the Company issued 787,500 shares of its restricted common stock to employees as bonus compensation of $78,750 for the 2012 calendar year.  The shares were valued and issued at $.10 based on the closing quotation price for the Company's stock on December 31, 2012.  The administrative process to issue the shares finally culminated on April 25, 2013.

On February 27, 2013, the Company issued an aggregate of 1,075,375 shares of its restricted common stock to members of its Board of Directors as compensation for their participation the Board, and recorded $78,500 of expenses of board of directors’ fees.  The shares were valued and issued at $.07 per share based on the preceding ten (10) day average of the prevailing quotation prices for the Company's stock.
 
Note 7 – Stockholders’ Equity (and Non-Controlling Interest)

Common Stock

On May 13, 2013, the Company issued 260,000 shares of its restricted common stock to a law firm, for settlement of legal fees of $7,800.  The shares were valued and issued at $.03 per share based on the prevailing quotation prices for the Company's stock.
 
On December 26, 2012, the Company issued 145,678 shares of its S-8 registered common stock to a marketing consultant, for his efforts offering our products for sale to potential customers and recorded travel and entertainment expenses of $10,343.  The shares were valued and issued at $.07 per share based on the preceding ten (10) day average of the prevailing quotation prices for the Company's stock.
 
During the nine months ended July 31, 2013, the Company  issued 5,071,099 shares of its S-8 registered common stock to sales consultants for their fees of $225,192 for the nine months ended July 31, 2013.  The shares were valued and issued based on the preceding ten (10) day average of the prevailing quotation prices for the Company's stock.

 
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On February 27, 2013, the Company issued 121,951 shares of its restricted common stock to the WahlRich Group, a marketing consultant firm, for fees associated with their efforts of package design for our products.  The Company recorded $10,000 to consulting expense.  The shares were valued and issued at $.08 per share based on the preceding ten (10) day average of the prevailing quotation prices for the Company's stock.

During the nine months ended July 31, 2013, the Company issued 181,818 shares of its S-8 registered common stock to a consultant for accounting services fees of $8,040. The shares were valued and issued based on the preceding ten (10) day average of the prevailing quotation prices for the Company's stock.

During the nine months ended July 31, 2013, the Company issued 412,121 shares of its S-8 registered common stock to an employee for administrative support services fees of $16,320.   The shares were valued and issued based on the preceding ten (10) day average of the prevailing quotation prices for the Company's stock.

On April 8, 2013, the Company issued 160,000 and 250,000 shares of its restricted common stock to Frank Battafarano and Ronald Del Mauro, respectively. In connection with the shares referenced above, the Company recorded board of director fee expenses of $32,800.  Mr. Battafarano and Mr. Del Mauro were former members of the Board.  The shares issued as referenced above were issued to compensate Mr. Battafarano and Mr. Del Mauro for partial completion of their agreed upon terms as members of the Board, and replace share certificates previously issued, and which have been subsequently returned to the Company and cancelled,  in the amount of 500,000 shares each to both Mr. Battafarano and Mr. Del Mauro, which were originally issued to them at the inception of their terms as members of the Board.  The shares were valued and issued at $.08 based on the original service agreements with each.
 
During the nine months ended July 31, 2013, the Company issued 12,000,000 shares of its common stock to JMJ Financial for conversion of principal and unpaid interest of $25,375.

During the nine months ended July 31, 2013, the Company issued 17,454,687 shares of common stock to to Asher Enterprises to convert short-term convertible promissory notes in the aggregate of $197,740.
 
Non-Controlling Interest

In connection with the reverse acquisition disclosed in Note 1, initially approximately 14% of BioLabs’ common shareholders did not participate in the exchange of their shares of BioLabs common stock for shares of common stock of the Company. Those shareholders are recognized as a non-controlling interest in the Company’s condensed consolidated financial statements in accordance with FASB ACS 805-40-25-2. The assets, liabilities and operations underlying the shares of BioLabs and the Company are identical. However, the shares representing ownership of the Company reflect the combined entity after the Share Exchange transaction, while BioLabs shares included in the non-controlling interest held by the non-controlling interest represent ownership of that legal entity.
 
Non-Controlling Interest at October 31, 2010
  $ 570,301  
Non-Controlling Interest Converted
    (25 )
Non-Controlling interest Share of Net Loss for the Year ended October 31, 2011
    (241,693 )
Non-Controlling Interest at October 31, 2011
    328,583  
Non-Controlling interest Share of Net Loss for the Year ended October 31, 2012
    (219,981 )
Non-Controlling Interest at October 31, 2012
    108,602  
Non-Controlling interest Share of Net Loss for the nine months ended July 31, 2013
    (213,445 )
Non-Controlling Interest at July 31, 2013
  $ (104,843 )
 
The Series A Preferred Stock is not recognized in the Non-Controlling Interest. If the 59,493 shares of preferred stock were fully converted into shares of BioLabs common stock and Preferred Shareholders did not elect to exchange those shares for Company common stock, the Non-Controlling interest would be 8.44% as of July 31, 2013 and October 31, 2012.

 
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Note 8 – Notes Payable

The Company issued an unsecured promissory note to Asher Enterprises, Inc. (“Asher”, the “Holder”) on September 20, 2012 which resulted in gross proceeds to the Company of $53,000.  The note bears an 8% annual interest rate, is due and payable with unpaid interest in cash on June 24, 2013, and is reported in the Company’s balance sheet as Notes Payable – Short Term. The Holder may convert from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the Issue Dates and ending on the Maturity Dates the unpaid principal amount and interest into shares of the Company’s common stock equal to the Conversion Price which is the product obtained by multiplying 65% by the Market Price (as defined in the notes) and then dividing the then outstanding principal amount of the note by the Conversion Price as of the date of such conversion.  The note was converted to shares of the Company’s common stock at various points in time during 2013.

The Company issued a convertible promissory note to Asher in July 2012 which issuance resulted in gross proceeds to the Company of $83,500.  The note bears an 8% annual interest rate, is due and payable with unpaid interest in cash in April 13, 2013, and is reported in the Company’s balance sheet as Current Portion of Notes Payable. The Holder may convert from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the issue date and ending on the maturity date the unpaid principal amount and interest into shares of the Company’s common stock equal to the Conversion Price which is the product obtained by multiplying 65% by the Market Price (as defined in the notes) and then dividing the then outstanding principal amount of the note by the Conversion Price as of the date of such conversion.  The note was converted to shares of the Company’s common stock at various points in time during 2013.

On October 31, 2012, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Asher for the sale and issuance of an 8% convertible promissory note in the principal amount of $53,000 (the “Note”). The Purchase Agreement became effective on November 2, 2012 when the transaction closed.  The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder, beginning 180 days after the issuance of the Note. The conversion price of the Note shall be equal to 58% multiplied by the market price (as defined in the Note). The Note matures on August 2, 2013. The Company has the right to prepay the principal and interest at a premium depending on the date that it is prepaid. Interest on the Note accrues at a rate of 8% per annum. The Note contains customary default provisions, including provisions for potential acceleration of the Note, a default premium, and default interest of 22%.

On December 12, 2012, BioNeutral Group, Inc. (the “Company”) issued a promissory note (the “JMJ Note”) in the principal amount of $250,000 to JMJ Financial (“JMJ”), of which $135,000 has been received through the date of this report. The JMJ Note is due on December 12, 2013. JMJ Note is interest free if repaid within 90 days and if not paid within 90 days it bears interest at 10%. The principal and any accrued interest are convertible into the Company’s common stock at the lower of $.09 per share of 70% of the lowest trade price in the 25 days prior to conversion. JMJ has piggyback registration rights with respect to the shares into which the JMJ Note is convertible.  During the nine months ended July 31, 2013 the Company received three notices of conversion from JMJ, and pursuant to those notices issued 12,000,000 shares of common stock to settle loan proceeds in the collective amount of $25,375.

On February 25, 2013, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Asher Enterprises, Inc., a Delaware Corporation (the “Holder”) for the sale and issuance of an 8% convertible promissory note in the principal amount of $42,500 (the “Note”). The Purchase Agreement became effective on March 18, 2013 when the transaction closed.  The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder, beginning 180 days after the issuance of the Note. The conversion price of the Note shall be equal to 58% multiplied by the market price (as defined in the Note). The Note matures on November 27, 2013. The Company has the right to prepay the principal and interest at a premium depending on the date that it is prepaid. Interest on the Note accrues at a rate of 8% per annum. The Note contains customary default provisions, including provisions for potential acceleration of the Note, a default premium, and default interest of 22%.

On May 2, 2013, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Asher Enterprises, Inc., a Delaware Corporation (the “Holder”) for the sale and issuance of an 8% convertible promissory note in the principal amount of $42,500 (the “Note”). The Purchase Agreement became effective on May 13, 2013 when the transaction closed.  The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder, beginning 180 days after the issuance of the Note. The conversion price of the Note shall be equal to 51% multiplied by the market price (as defined in the Note). The Note matures on February 6, 2014. The Company has the right to prepay the principal and interest at a premium depending on the date that it is prepaid. Interest on the Note accrues at a rate of 8% per annum. The Note contains customary default provisions, including provisions for potential acceleration of the Note, a default premium, and default interest of 22%.

On June 1, 2013, the Company entered into a Note Satisfaction and Exchange Agreement with Herb Kozlov, a shareholder of the Company, for the satisfaction of a promissory note issued by the Company on December 6, 2010 in exchange for cash proceeds of $50,000.  Pursuant to the Note Satisfaction and Exchange Agreement, the Company will issue 2,500,000 shares of its restricted common stock to Mr. Kozlov as satisfaction of the principal amount of the note of $50,000 plus accrued and unpaid interest of $10,750 for a total of $60,750.  Subsequently the Company was unable to issue the shares of restricted common stock due to Mr. Kozlov due to the fact that the Company no longer possessed enough shares authorized with the State of Nevada with which to issue Mr. Kozlov’s shares. On August 23, 2013, Mr. Kozlov terminated the Note Satisfaction and Exchange Agreement for lack of performance on the part of the Company for failure to issue the shares within the time period prescribed under the Note Statisfaction and Exchange Agreement.  Mr. Kozlov and the Company agreed to have the note remain as currently payable on the books of the Company with interest to be accrued to date, and also agreed to restructure the Note Satisfaction and Exchange Agreement when the Company possesses the requisite number of shares authorized with the State of Nevada  with which to issue the shares due to Mr. Kozlov.

 
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On December 6, 2012, the Company entered issued a new promissory note (the “Francis Note”) to Michael D. Francis, the Company’s principal stockholder in the amount of $409,252. The Francis Note includes all amounts previously owed and due to Mr. Francis. The Francis Note also includes $185,000 of new funding provided by Mr. Francis. The Francis Note is due on May 6, 2014. The Francis Note bears interest at 18% per annum. Mr. Francis has the right to convert the principal and interest into the Company’s common stock at $.055 per share which is equal to 75% of the closing price of the Company’s common stock or the 10 preceding days prior to December 6, 2012.

On July 1, 2013 (the “Inception Date”), the Company entered into a promissory note modification agreement (the “Francis Modification”) with Michael D. Francis. The Francis Modification includes all amounts previously owed and due to Mr. Francis pursuant to the promissory note dated December 6, 2012 issued by the Company to Mr. Francis (the “December Note”) plus accrued and unpaid interest of $17,367 through June 30, 2013 for a total due and outstanding under the December Note of $426,619 (the “December 2012 Note Balance”). Since the execution of the December Note, Mr. Francis has made several additional cash advances to the Company during the calendar year 2013 up through and including July 31, 2013 totaling $131,000 (the “2013 Advances”). The Company has agreed to accrue unpaid interest at the rate of eighteen percent (18%) per annum on through June 30, 2013 on the 2013 Advances (the “Interest On 2013 Advances”). The sum of the 2013 Advances and Interest On 2013 Advances is $134,298 (the “2013 Advances Balance Due”). The sum of the December 2012 Note Balance and the 2013 Advances balance due is $560,918. In consideration for reduction of the interest rate to be accrued on the unpaid principal balance from eighteen (18%) to eight percent (8%) and the extension of the promissory note maturity date to July 1, 2015, the Company agreed to revise the conversion price from $.055 per share of the Company’s common stock to $.005 per share which is equal to the average closing trading price of the Company’s common stock for the 5 preceding days of the Inception Date, and to grant Mr. Francis a security interest in the Company’s assets.
 
On July 16, 2013, the Company entered issued a convertible promissory note (the “Casserly Note”) to James Casserly in the amount of $25,000. The Casserly Note is due on July 15, 2014, and bears interest at 18% per annum. Mr. Casserly has the right to convert the principal and interest into the Company’s common stock at a conversion price equal to 50% of the average closing price of the Company’s common stock for the 10 preceding days of the Maturity Date of July 15, 2014.

Derivative Financial Instrument

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives and Hedging which requires issuers of financial statements to make a determination as to whether (1) an embedded conversion meets the definition of a derivative in its entirety and (2) the derivative would qualify for a scope exception to derivative accounting, which includes evaluating whether the embedded derivative would be considered indexed to the issuer’s own stock.

ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as separate derivatives in the event such derivatives would not be classified in stockholders’ equity if they were free standing. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other applicable US GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the  embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides for an exception to this rule if a debt host instrument is deemed to be a conventional debt instrument.
 
The Company evaluated the conversion option embedded in its Convertible notes in accordance with the provisions of ASC 815 and determined that on the conversion date, the conversion option will have all of the characteristics of a derivative in its entirety and does not qualify for an exception to the derivative accounting rules. Specifically, because the exercise price of the conversion option is not fixed at any time during the term of the note. Accordingly, the embedded conversion option in the Convertible notes are classified as derivative liabilities at the conversion dates and are marked to market through earnings at the end of each reporting period. The fair value of the conversion option was determined using the intrinsic value method which the Company believes approximate the results obtained using the Binomial Lattice model. The gross proceeds from the issuance of the Convertible notes were recorded net of a discount of $277,957 related to the derivative liability. The debt discount will be charged to amortization of debt discount ratably over the term of the Convertible notes. Additionally, the Company recorded a discount in the amount of $159,154 in connection with the initial valuation of the beneficial conversion feature of another Convertible notes to be amortized utilizing the interest method of accretion over the expected term of the note. The Company recorded an aggregate amortization of the debt discount in the amount of $425,281 for the nine months ended July 31, 2013.

 
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Note 9  -  Related Party Transactions

Related Party Transactions During the Nine months Ended July 31, 2013

On April 12, 2013, the Company entered into a Settlement Agreement, Global Release Cancellation of Preferred Stock Purchase Agreement, Preferred Stock Drawdown Agreement, The Agreement to Assign and Settle Notes and Agreement to License Invention by and between the Company and Vinfluence Pty Ltd (the "Global Agreement").

The Global Agreement settles the claims of each of the Company and Vinfluence which had been the subject of litigation. The Agreement also terminates the Preferred Stock Purchase Agreement, the Preferred Stock Drawdown Agreement, the Agreement to Assign and Settle Debt, the Agreement to Assign and Settle Notes Agreement and the Vinfluence License Agreement (collectively, the "Vinfluence Agreements"). As a result of the Global Agreement, the Company will cancel an aggregate of 178,042 shares of Series B and Series D Preferred Stock that had been issued to Vinfluence. The only Series B and Series D Preferred Stock that remains outstanding (an aggregate of 67,581 shares) represents debt or notes that were actually settled by Vinfluence. Each share of Preferred Stock cancelled was convertible into 125 shares of the Company's common stock thus the cancellation of the Vinfluence Agreements results in significantly less dilution than if the Preferred Stock had been converted. As part of the Global Agreement, the Company will issue Vinfluence an aggregate of 2,000,000 shares of Common Stock.

The Company received conversion notices from Vinfluence in aggregate for 0 and 160,000 shares of Series B Preferred Stock and Series D Preferred Stock which are convertible into 125 shares of common stock for each share of the Preferred Stock for the nine months ended July 31, 2013 and 2012, respectively.    In satisfaction of the conversion notices, the Company issued 20,000,000 shares of common stock to Vinfluence.
 
Note 10 – Commitments & Contingencies

Litigation

On November 26,  2012, the Company filed a complaint against Raj Pamani, a shareholder and former director of the Company in the Superior Court of New Jersey Essex County: Chancery Division (“the Complaint”).   Included also as defendants were several entities to which in 2009 the Company awarded approximately 13 million shares of its common stock in consideration for consulting contracts which the Company has concluded were fraudulently induced and were later deemed to be worthless (the “Defendant Entities”).   By causing the Company to enter into the contracts to its detriment in favor of Mr. Pamani’s and the Defendant Entities self-enrichment, the Company seeks to recover damages incurred from the actions of Mr. Pamani and the Defendant Entities as a result of self-dealing, breach of fiduciary duty, breach of loyalty and fraud.   As this matter unfolds, the Company may pursue and recover damages incurred from other parties that come to its attention for their participation.
 
 
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On October 1, 2009, the SEC issued a formal order of investigation to the Company regarding possible securities laws violations by us and other persons. The investigation concerns the process by which the Company became a publicly traded entity, trading in the Company’s shares, and disclosure and promotion of developments in the Company’s business. The SEC has requested that the Company deliver certain documents to the SEC. The Company has, and will continue to fully cooperate with the SEC with respect to its investigation.

The Company has incurred, and expects to continue to incur, significant costs in responding to such investigation.    Any adverse findings by the SEC in connection with such investigation could have a material adverse impact on the Company's business, including the Company's ability to continue to operate as a publicly traded company.
 
In April 2005, the Company filed in the US Patent and Trademark Office (the “USPTO”) an application for the registration of the trademarks BioNeutral™, Ogiene® and Ygiene®, based on its intent to use each of these marks in commerce. In April 2006, the USPTO issued notices of allowance signifying that each of these trademarks was entitled to registration after timely submission of statements of use, including evidence that such trademarks have been properly used in commerce. From June through November of 2008, however, the Company’s applications for each of these trademarks were declared abandoned by the USPTO, since the Company inadvertently failed to timely file the appropriate statements of use with respect to each trademark within the nine-month period from the date the USPTO issued the respective notices of allowance. In July 2009, the Company again submitted applications for each of these trademarks as well as the Company’s tagline SCIENCE TO SAVE LIVES & PROTECT THE ENVIRONMENT®; however, the Company learned that PURE Bioscience, a company focused on the development and commercialization of bioscience products, had filed application for the registration of the trademarks BioNeutral™ and Ygiene® prior to the Company’s resubmission of its applications. Subsequently in 2011, the Company received trademark registration from the USPTO for Ygiene®, Ogiene® and the Company’s tagline SCIENCE TO SAVE LIVES & PROTECT THE ENVIRONMENT®. The Company intends to pursue with the Trademark Trial and Appeal Board an opposition to PURE Bioscience's application with respect to BioNeutral™. The Company cannot assure you that it will be successful with such opposition on a timely basis, if at all. In May 2011, the Company received notice that PURE Bioscience filed a petition with the USPTO for cancellation of the Company’s Ygiene® registration. The Company intends to pursue a vigorous opposition to the petition for cancellation; however the Company cannot assure you that it will be successful with such opposition on a timely basis, if at all.

Other than the foregoing, the Company is not a party to, and none of the Company’s property is the subject of, any pending legal proceedings other than routine litigation that is incidental to the Company’s business.
 
Other Contingencies
 
Approximately 6 million shares issued in the Share Exchange were issued by the then transfer agent to stockholders of BioLabs for whom the Company does not have records as having consented to the Share Exchange. The Company currently holds approximately 91% of the outstanding interests in its subsidiary, BioLabs. The Company did not receive consents to the Share Exchange from all common and preferred shareholders of BioLabs, and the Company has accounted for those shareholders who did not sign consents as holders of the remaining 9% outstanding interests in BioLabs. The Share Exchange consents did not specify the number of shares of BioLabs common stock to be exchanged by the consenting shareholder and did not affirmatively make the representation and warranties to be made by our stockholders as set forth in the Share Exchange. In light of such omissions, there can be no assurances that a shareholder will not challenge the validity of its consent and request a rescission offer in respect of shares of common stock issued to such person. There can also be no assurances that in light of the content of such Shareholder consent, the Company had a basis for a valid private placement of its common stock issued in the Share Exchange, which if such were the case, may negatively affect our status as a publicly traded company.

In addition, the Company believes that the shareholders who consented to the Share Exchange and were issued shares of Company common stock failed to deliver the stock certificates representing their shares of common stock and Series A Preferred Stock of BioLabs and may claim they also have an ownership interest in BioLabs. Although the Company would challenge any such claims, it cannot assure investors that it would prevail, in which case the Company’s percentage ownership interest in BioLabs would decrease.
 
 
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Note 11 - Subsequent Events:

On August 23, 2013, the Company filed a Schedule 14C Information Statement with the SEC to notify the stockholders of the Company of Management’s plan to increase the number of authorized shares of common stock from two hundred million (200,000,000) to one billion (1,000,000,000) shares to be filed on a Certificate of Amendment with the Secretary of State of Nevada.  At a meeting held on July 10, 2013, the Board authorized management to increase the number of shares authorized to one billion shares.  The additional eight hundred million (800,000,000) shares of Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares of Common Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments, although there are no immediate plans to do so. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company's business or the trading price of the Common Stock. The purposes for increasing the authorized shares include providing available shares for (i) the exercise of all outstanding options; (ii) the conversion of outstanding convertible promissory notes and deferred compensation agreements; (iii) the conversion of the Series A, B, C and D Convertible Preferred Stock; (iv) future issuances of stock options pursuant to employees; and (v) issuances to satisfy conversions of future convertible debt or convertible preferred stock.  We mailed the Notice of Stockholder Action by Written Consent to the Stockholders on or about September 4, 2013. The authorized share increase will become effective on the date that we file the Certificate of Amendment to the Amended Certificate of Incorporation of the Company (the "Amendment") with the Secretary of State of the State of Nevada.  We intend to file the Amendment with the Secretary of State of the State of Nevada promptly after the twentieth (20th) day following the date on which the Information Statement is mailed to the Stockholders.
 
On August 19, 2013, the Company entered into and  issued a convertible promissory note (the “McNeil Note”) to Randy McNeil in the amount of $15,000. The McNeil Note is due on August 18, 2014, and bears interest at 18% per annum. Mr. McNeil has the right to convert the principal and interest into the Company’s common stock at a conversion price equal to 50% of the average closing price of the Company’s common stock for the 10 preceding days of the Maturity Date of August 18, 2014.

On August 19, 2013, the Company filed the Certificate of Designation with the Nevada Department of State pursuant to which the Corporation set forth the designation, powers, rights, privileges, preferences and restrictions of the Series F Preferred Stock. Among other things, each one (1) share of the Series F Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series F Preferred shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).  The Series F Preferred Stock has no rights to dividends and it is not convertible common stock.

On August 16, 2013, the Company entered into a stock purchase agreement with Bernie Casamento (the “Casamento SPA”). Pursuant to the Casamento SPA, the Company received $10,000 in proceeds in exchange for 1,466,276 shares to be issued of the Company’s common stock. The purchase price per share of the common stock is $.0068 which is equal to the average closing trading price of the Company’s common stock for the five (5) preceding days of the closing on August 16, 2013.

On August 16, 2013, the Company entered into a stock purchase agreement with Bob Rutherford (the “Rutherford SPA”).  Pursuant to the Rutherford SPA, the Company received $10,000 in proceeds in exchange for 1,466,276 shares to be issued of the Company’s common stock.   The purchase price per share of the common stock is $.0068 which is equal to the average closing trading price of the Company’s common stock for the five (5) preceding days of the closing on August 16, 2013.

 
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On August 15, 2013 (the “Effective Date”), BioNeutral Group, Inc., a Nevada corporation (the “Corporation”), entered into the Series F agreement (the “Agreement”) with the Company’s President and Chief Executive Officer, Mark Lowenthal (the “Series F Holder”), pursuant to which the Series F Holder was issued all of the fifty one (51) authorized shares of Series F Preferred Stock, with a stated value of $0.001 per share (the “Series F Preferred Stock”). The Series F Holder was issued fifty-one (51) shares of Series F Preferred Stock as partial consideration for past and future services rendered.  By unanimous vote of the Board, the Board issued fifty-one (51) shares of Series F Preferred to one individual, Mark Lowenthal, President and CEO of the Company (the "Series F Stockholder").   As a result of the voting rights granted to the Series F Preferred, the Series F Stockholder holds, in the aggregate, approximately 51% of the total voting power of all issued and outstanding voting capital of the Company.  The Series F Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Designation (the “Certificate of Designation”) filed by the Corporation with the Nevada Department of State on August 19, 2013, as more fully described in Item 8.01 below.  The Series F Preferred Stock has no rights to dividends, no liquidation rights and is not convertible into common stock of the Company.  Each one (1) share of the Series F Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series F Preferred shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).  The Series F Preferred Stock effectively gives Mr. Lowenthal the ability to control the outcome of any matters submitted to the Company’s shareholders.

On August 14, 2013 the Company received loan proceeds from Michael Francis in the amount of $15,000.  Mr. Francis and the Company agreed to include the additional $15,000 of proceeds to the Francis Modification thereby increasing the principal due Mr. Francis by the amount of $15,000 to $575,918.
 
Subsequent events have been evaluated through the date the financial statements were issued.  All appropriate subsequent event disclosure, if any, have been made in the notes to the consolidated financial statements.

 
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The following discussion and analysis of the condensed consolidated financial condition and results of operations of BioNeutral Group, Inc. (the “Company,” “we” or “us”) should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere herein.    In the following discussions, most percentages and dollar amounts have been rounded to aid presentation, and accordingly, all amounts are approximations.

Forward-Looking Information
 
This Quarterly Report on Form 10-Q contains forward looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential,” and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:
 
 
our inability to raise capital;
     
 
our failure to obtain the necessary regulatory approvals for our products;
     
 
the results of the current Securities and Exchange Commission (the "SEC") investigation of our Company;
     
 
the inability to obtain or retain customer acceptance of our products;
     
 
the failure of the market for our products to develop;
     
 
our inability to protect our intellectual property;
     
 
our inability to manage any growth;
     
 
the effects of competition from a wide variety of local, regional, national and other providers of products similar to our products;
     
 
changes in laws and regulations, including tax and securities laws and regulations and laws and regulations promulgated by the U.S. Environmental Protection Agency (the "EPA"), the U.S. Food & Drug Administration (the "FDA") and the U.S. Federal Trade Commission.
     
 
changes in accounting policies, rules and practices;
     
 
changes in technology or products, which may be more difficult or costly, or less effective than anticipated; and
     
 
the other factors listed under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended October 31, 2011 and other filings with the SEC.

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or the date of the document incorporated by reference into this report. We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, beliefs and projections in good faith and we believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.
 
 
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Recent Developments

On August 23, 2013, the Company filed a Schedule 14C Information Statement with the SEC to notify the stockholders of the Company of Management’s plan to increase the number of authorized shares of common stock from two hundred million (200,000,000) to one billion (1,000,000,000) shares with the Secretary of State of Nevada. At a meeting held on July 10, 2013, the Board authorized management to increase the number of shares authorized to one billion shares. The additional eight hundred million (800,000,000) shares of Common Stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional shares of Common Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments, although there are no immediate plans to do so. Assurances cannot be provided that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company's business or the trading price of the Common Stock. The purposes for increasing the authorized shares include providing available shares for (i) the exercise of all outstanding options; (ii) the conversion of outstanding convertible promissory notes and deferred compensation agreements; (iii) the conversion of the Series A, B, C and D Convertible Preferred Stock; (iv) future issuances of stock options pursuant to employees; and (v) issuances to satisfy conversions of future convertible debt or convertible preferred stock. We mailed the Notice of Stockholder Action by Written Consent to the Stockholders on or about September 4, 2013. The authorized share increase will become effective on the date that we file the Certificate of Amendment to the Amended Certificate of Incorporation of the Company (the "Amendment") with the Secretary of State of the State of Nevada. We intend to file the Amendment with the Secretary of State of the State of Nevada promptly after the twentieth (20th) day following the date on which the Information Statement is mailed to the Stockholders.

On August 19, 2013, the Company issued a convertible promissory note (the “McNeil Note”) to Randy McNeil in the amount of $15,000. The McNeil Note is due on August 18, 2014, and bears interest at 18% per annum. Mr. McNeil has the right to convert the principal and interest into the Company’s common stock at a conversion price equal to 50% of the average closing price of the Company’s common stock for the 10 preceding days of the Maturity Date of August 18, 2014.

On August 19, 2013, the Company filed the Certificate of Designation with the Nevada Department of State pursuant to which the Corporation set forth the designation, powers, rights, privileges, preferences and restrictions of the Series F Preferred Stock. Among other things, each one (1) share of the Series F Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series F Preferred shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).  The Series F Preferred Stock has no rights to dividends and it is not convertible common stock.  By unanimous vote of the Board, the Board issued fifty-one (51) shares of Series F Preferred to one individual, Mark Lowenthal, President and CEO of the Company (the "Series F Stockholder").   As a result of the voting rights granted to the Series F Preferred, the Series F Stockholder holds, in the aggregate, approximately 51% of the total voting power of all issued and outstanding voting capital of the Company.
 
On August 16, 2013, the Company entered into a stock purchase agreement with Bernie Casamento (the “Casamento SPA”).  Pursuant to the Casamento SPA, the Company received $10,000 in proceeds in exchange for 1,466,276 shares to be issued of the Company’s common stock.   The purchase price per share of the common stock is $.0068 which is equal to the average closing trading price of the Company’s common stock for the five (5) preceding days of the closing on August 16, 2013.

On August 16, 2013, the Company entered into a stock purchase agreement with Bob Rutherford (the “Rutherford SPA”).  Pursuant to the Rutherford SPA, the Company received $10,000 in proceeds in exchange for 1,466,276 shares to be issued of the Company’s common stock.   The purchase price per share of the common stock is $.0068 which is equal to the average closing trading price of the Company’s common stock for the five (5) preceding days of the closing on August 16, 2013.

 
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On August 15, 2013 (the “Effective Date”), BioNeutral Group, Inc., a Nevada corporation (the “Corporation”), entered into the Series F agreement (the “Agreement”) with the Company’s President and Chief Executive Officer, Mark Lowenthal (the “Series F Holder”), pursuant to which the Series F Holder was issued all of the fifty one (51) authorized shares of Series F Preferred Stock, with a stated value of $0.001 per share (the “Series F Preferred Stock”). The Series F Holder was issued fifty-one (51) shares of Series F Preferred Stock as partial consideration for past and future services rendered.  The Series F Preferred Stock has the rights, privileges, preferences and restrictions set for in the Certificate of Designation (the “Certificate of Designation”) filed by the Corporation with the Nevada Department of State on August 19, 2013, as more fully described in Item 8.01 below.  The Series F Preferred Stock has no rights to dividends, no liquidation rights and is not convertible into common stock of the Company.  Each one (1) share of the Series F Preferred shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series F Preferred shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).  The Series F Preferred Stock effectively gives Mr. Lowenthal the ability to control the outcome of any matters submitted to the Company’s shareholders.
 
On August 14, 2013 the Company received loan proceeds from Michael Francis in the amount of $15,000.  Mr. Francis and the Company agreed to include the additional $15,000 of proceeds to the Francis Modification thereby increasing the principal due Mr. Francis by the amount of $15,000 to $575,918.

On July 10, 2013, the Board of Directors approved and adopted Deferred Compensation arrangements with certain key employees (the “Deferred Compensation Agreements”).  Pursuant to the Deferred Compensation Agreements, the Company’s: 1) President and Chief Executive Officer, Mark Lowenthal, 2) Chief Scientific Officer, Andy Kielbania and 3) internal accountant, Tom Cunningham, (the “Employees”), have agreed to defer significant portions of their compensation over the course the current fiscal year.  Through the date of this report the Employees have collectively deferred $370,961 of salaried compensation.  The Employees agreed to defer their compensation to financially assist the efforts undertaken to commercialize the Company’s products.  In light of the contributions made by the Employees, the Board agreed to execute agreements with the Employees that (among other provisions) provide for a payment date, interest at eight percent 8% per annum and the option to convert any unpaid balance to shares of the Company’s common stock.
 
On June 1, 2013, the Company entered into a Note Satisfaction and Exchange Agreement with Herb Kozlov, a shareholder of the Company, for the satisfaction of a promissory note issued by the Company on December 6, 2010 in exchange for cash proceeds of $50,000.  Pursuant to the Note Satisfaction and Exchange Agreement, the Company will issue 2,500,000 shares of its restricted common stock to Mr. Kozlov as satisfaction of the principal amount of the note of $50,000 plus accrued and unpaid interest of $10,750 for a total of $60,750.  Subsequently the Company was unable to issue the shares of restricted common stock due to Mr. Kozlov due to the fact that the Company no longer possessed enough shares authorized with the State of Nevada with which to issue Mr. Kozlov’s shares. On August 23, 2013, Mr. Kozlov terminated the Note Satisfaction and Exchange Agreement for lack of performance on the part of the Company for failure to issue the shares within the time period prescribed under the Note Statisfaction and Exchange Agreement.  Mr. Kozlov and the Company agreed to have the note remain as currently payable on the books of the Company with interest to be accrued to date, and also agreed to restructure the Note Satisfaction and Exchange Agreement when the Company possesses the requisite number of shares authorized with the State of Nevada with which to issue the shares due to Mr. Kozlov.

 
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On May 2, 2013, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Asher Enterprises, Inc., a Delaware Corporation (the “Holder”) for the sale and issuance of an 8% convertible promissory note in the principal amount of $42,500 (the “Note”). The Purchase Agreement became effective on May 13, 2013 when the transaction closed.  The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder, beginning 180 days after the issuance of the Note. The conversion price of the Note shall be equal to 51% multiplied by the market price (as defined in the Note). The Note matures on February 6, 2014. The Company has the right to prepay the principal and interest at a premium depending on the date that it is prepaid. Interest on the Note accrues at a rate of 8% per annum. The Note contains customary default provisions, including provisions for potential acceleration of the Note, a default premium, and default interest of 22%.

During the nine months ended July 31, 2013, the Company received conversion notices for three unsecured promissory notes issued to Asher Enterprises on June 24, 2012, September 20, 2012 and  October 31, 2012 in the amounts of $83,500, $53,000 and $53,000, respectively, which issuances resulted in gross proceeds to  the Company  of $189,500.  The Company issued 17,454,687 shares of common stock to Asher for settlement of the gross proceeds.

On April 12, 2013 and in connection with the Global Agreement, the Company also entered into distribution agreement (the "New Distribution Agreement") with White Charger Limited, a New Zealand company whereby White Charger has the right to distribute the Company's products in Australia, New Zealand, Indonesia, Malaysia, Philippines, Singapore, Thailand, Brunei, Burma, New Caledonia, Kiribati, the Marshal Islands, Micronesia, Nauru, Palau, Papua New Guinea, Solomon Islands, Tuvalu, Pitcairn, Henderson, Mauritius and Ocneo. This is a much narrower territory than the original licensing agreement and does not include China, Taiwan, Hong Kong or Japan. It also does not include any option for Europe. No intellectual property of the Company is transferred to White Charger. The New Distribution Agreement requires White Charger to purchase at least $500,000 of the Company's products during the first 24 months of which $175,000 must be purchased during the first 12 months of the New Distribution Agreement. The Initial Term of the New Distribution Agreement is for five (5) years and can be extended for an additional five years if White Charger purchases at least $3,000,000 of product during the Initial Term. The New Distribution Agreement also contains a non-competition agreement on behalf of White Charger.

On February 27, 2013, the Company received $25,000 of the JMJ Note.  On March 27, 2013, the Company received $25,000 of the JMJ Note.  On June 4, 2013, the Company received $25,000 of the JMJ Note.  During the three months ended July 31, 2013 the Company received three notices of conversion from JMJ, and pursuant to those notices issued 12,000,000 shares of common stock to settle loan proceeds in the collective amount of $25,375.

On February 25, 2013, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Asher Enterprises, Inc., a Delaware Corporation (the “Holder”) for the sale and issuance of an 8% convertible promissory note in the principal amount of $42,500 (the “Note”). The Purchase Agreement became effective on March 4, 2013 when the transaction closed.    The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder, beginning 180 days after the issuance of the Note. The conversion price of the Note shall be equal to 58% multiplied by the market price (as defined in the Note). The Note matures on November 27, 2013. The Company has the right to prepay the principal and interest at a premium depending on the date that it is prepaid. Interest on the Note accrues at a rate of 8% per annum. The Note contains customary default provisions, including provisions for potential acceleration of the Note, a default premium, and default interest of 22%.
 
Company Overview

We are a life science specialty technology corporation that has developed a novel combinational chemistry-based technology which we believe can, in certain circumstances, neutralize harmful environmental contaminants, toxins and dangerous micro-organisms including bacteria, viruses and spores. We are focused on developing and commercializing two classes of product formulations: (1) anti­microbials, which are formulations designed to kill certain harmful microscopic living organisms, and (2) bioneutralizers, which are formulations designed to destroy certain agents that are noxious and harmful to health and/or the environment. We have not marketed any of our products and have not generated any meaningful product revenue to date.
 
 
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We currently are focused on the commercialization of two classes of product formulations, antimicrobials and bioneutralizer. We refer to our anti­microbial formulations as our Ygiene® products and our bioneutralizer formulations as our Ogiene® products. Our Ygiene® products have been developed to kill certain harmful microbes, including virulent gram and bacteria (which cause staph infections), viruses, yeast, mold, fungi, spores and/or certain bioterrorism agents, such as anthrax. Our Ogiene® products have been developed to eliminate or reduce odors of many chemicals such as hydrogen sulfide, formaldehyde and ammonia, and to reduce certain greenhouse gases such as carbon dioxide and sulfur dioxide.
 
The marketing and sale in the United States and foreign countries of some of our current products and the products we may develop in the future are and may be subject to U.S. and foreign governmental regulations, respectively, which vary substantially from country to country. The marketing and sale of our Ygiene® products in the United States, is subject to EPA registration and in some cases, FDA clearance, and we cannot market and sell any of such products in the United States until such registration or clearance is obtained. We do not believe the marketing and sale of our Ogiene® products are subject to EPA registration or FDA clearance. We have not had significant sales of our Ygiene® or Ogiene® products to date. We currently are focusing our efforts and resources on obtaining the registrations, clearances and approvals necessary to market and sell our Ygiene® products in the United States; however, we cannot assure you that we will be have the financial resources to do so or that such registrations, clearances and approvals will be obtained on a timely basis, if at all.

Plan of Operation

Our strategic plan for our fiscal year ending October 31, 2013 is focused on leveraging developments in the United States for our Ygiene® professional disinfectant product. The Company received  approval and registration  from the EPA for its hospital and industrial grade line of products to be used as high level disinfectant and sterilants.
 
In connection with the February 28, 2011 approval and registration from the Environmental Protection Agency (the “EPA”) in response to the Company's regulatory application for its Ygiene® 206 sterilant formulation, the Company has secured 32 state approvals to market and distribute Ygiene® 206. These approvals are primarily in states east of the Mississippi River. The Company is pursuing approvals in the remaining 18 states as needed.

Currently, we are focusing our efforts on the commercialization of a Ygiene® formulation for healthcare and industrial applications. Some of our potential customers that operate in the healthcare marketplace require product testing and trials before purchasing our products. We have retained four professional sales persons with experience selling specialty chemicals such as ours. In doing so, we are investing our resources in their process to market and sell our products. We are developing our Ogiene® products to potentially eliminate or reduce odors of many chemicals such as hydrogen sulfide, formaldehyde and ammonia, and to reduce certain green­house gases such as carbon dioxide and sulfur dioxide. Our Ogiene® formulations are designed to interact with the functional organic or inorganic groups of harmful gases and reduce or eliminate them.

In calendar year 2013 we initiated our commercialization strategy to sell our products into the healthcare and life sciences markets, and also into industrial markets.  Within healthcare and life sciences, most of our customer’s perform trial testing of our products prior to purchasing which can significantly lengthen the selling cycle.  To date our marketing efforts have led to over 100 trials of our products of which 70 are active at the current time.  Our products have been ordered within the segments of university laboratory medical research, pharmaceutical manufacturing and veterinarian care.  These trials have led to the addition of 20 new customers of our products.  The 70 active trials currently in process are pending results for placement of orders.

For calendar 2013 we have also targeted industrial market segments of mold remediation and industrial odor control.  Within the industrial marketplace our products are trial tested as well prior to purchasing thereby lengthening the selling cycle in most cases.  We signed two independent selling groups to represent our products.  Collectively through the independent selling groups we have approximately 35 representatives throughout the United States marketing our products.  In addition, we established a relationship with an Ohio based distributor of medical products.

Based on the progress as noted above, we are generally pleased with the market reception of our products.  Though the sales cycle has proved to be slower than originally planned for, management is generally encouraged by the current selling momentum and anticipates increases of new customers and orders of our products to continue in the fourth quarter 2013 and in the first quarter 2014.

We believe, although no assurance can be given, that our products can offer a superior solution that addresses needs not currently being met in the marketplace for combating bacteria, viral and spore based threats. We further believe that our products can provide a distinct advantage when distinguishing them from those that are currently in use in our targeted markets. In addition, our core product is flexible and adaptable for multiple applications. Industry or use specific modifications made by our professional scientist allow our products to be readily customized to the demands of multiple unique markets.

 
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We are emphasizing these strategic advantages as part of our brand development efforts to overcome competitive barriers to entry in markets that are driven by large, established organizations. The markets for our Ogiene® and Ygiene® products and each of their potential channels are highly competitive. We have a number of competitors that vary in size and scope and breadth of products offered. Such competitors include some of the largest corporations in the world, and we believe substantially all of our competitors have greater financial resources than we do, including in the areas of sales, marketing, and branding and product development. We expect to face additional competition from other competitors in the future.
 
Because Ogiene® and Ygiene® are new formulations enhanced from our initial base formulas, our success will depend, in part, upon our ability to achieve market share at the expense of existing, established and future products in our relevant target markets. Even if we believe that our Ogiene® and Ygiene® formulations may have technological competitive advantages over competing products, we or our potential distributors, will need to invest significant resources in order to attempt to displace traditional technologies sold by what are in many cases well-known international industry leaders. Alternatively, we may pursue strategies in selective markets of encouraging existing competitors to incorporate our products into their existing brands, thereby reducing the proportion of end-use revenues that would accrue to us. To the extent that we were to grant any existing competitor exclusivity to any field and/or territory, we would risk having our technology marketed in a manner that may be less than optimal for us. We recognize that innovative marketing methods may be required in order to establish our products, and that such methods may not be successful.

Results of Operations

Comparison of Results of Operations for the three months ended July 31, 2013 and for the three months ended July 31, 2012.

Revenues:   During the three months ended July 31, 2013, the Company generated revenues of $3,310 as compared to revenues of $888 for three months ended July 31, 2012.    Our efforts have been focused on sales and marketing of our non-regulated Ogiene®  product line as well the sale of our Ygiene® formulation for life sciences, healthcare and industrial applications in the United States.

In calendar year 2013 we initiated our commercialization strategy to sell our products into the healthcare and life sciences markets, and also into industrial markets.  Within healthcare and life sciences, most of our customer’s perform trial testing of our products prior to purchasing which can significantly lengthen the selling cycle.  To date our marketing efforts have led to over 100 trials of our products of which 70 are active at the current time.  Our products have been ordered within the segments of university laboratory medical research, pharmaceutical manufacturing and veterinarian care.  These trials have led to the addition of 20 new customers of our products.  The 70 active trials currently in process are pending results for placement of orders.

For calendar 2013 we have also targeted industrial market segments of mold remediation and industrial odor control.  Within the industrial marketplace our products are trial tested as well prior to purchasing thereby lengthening the selling cycle in most cases.  We signed two independent selling groups to represent our products.  Collectively through the independent selling groups we have approximately 35 representatives throughout the United States marketing our products.  In addition, we established a relationship with an Ohio based distributor of medical products.
 
Based on the progress as noted above, we are generally pleased with the market reception of our products.  Though the sales cycle has proved to be slower than originally planned for, management is generally encouraged by the current selling momentum and anticipates increases of new customers and orders of our products to continue in the fourth quarter 2013 and commercialization in the first quarter 2014.
 
Operating Expenses: Operating expenses were $829,293 for the three months ended July 31, 2013 and $624,498 for the three months ended July 31, 2012 a 33% increase of $204,795.    Our operating expenses consist of compensation of our executive and scientific staff, consulting expenses supporting development of, and regulatory approvals for, our products, legal and accounting services, and non-cash amortization of our intellectual property.
 
 
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Depreciation & Amortization was $177,234 for both the three months ended July 31, 2013 and July 31, 2012.

Salaries expense for the three months ended July 31, 2013 were $266,737 an increase of 149% over amounts for three months ended July 31, 2012, which were $107,123, reflecting the retention of internal sales assistance in 2013 to initialize the Company’s commercialization strategy, the addition of our Chief Executive Officer and accounting and finance support personnel.
 
Consulting fee expenses were $252,417 for the three months ended July 31, 2013 as compared to $89,500 for three months ended July 31, 2012 for a 182% increase of $162,917.    The increase reflects the addition of sales consultants in 2013 to begin the commercialization strategy launched in January 2013.

Total legal and accounting expenses for the three months ended July 31, 2013 were $48,740 a decrease of $20,096 over amounts for three months ended July 31, 2012 which were $68,836. Legal fees in 2013 were incurred for regulatory compliance, contract support and the current litigation with Mr. Pamani.

Other Selling, General and Administrative Expenses for the three months ended July 31, 2013 were $84,165, a 54% decrease of $97,640 over amounts for three months ended July 31, 2012 which were $181,805.    The decrease reflects primarily a reduction to corporate overhead expenses including travel and entertainment, office expenses, investor relations and external accounting support in order to allocate as many resources as possible to the sales and marketing effort launched in 2013.
 
Other Income and Expense for the three months ended July 31, 2013 were $276,407, a 1460% increase of $258,688 over amounts for three months ended July 31, 2012 which were $17,719.  The increase is primarily due to the amortization of debt discount of $212,920 and increase in fair value of derivative liability of $29,356.
 
Net Loss: We experienced a net loss from operations before consideration of our Non-Controlling interest of $1,103,564 for the three months ended July 31, 2013. The discussion of operating expenses identifies the elements of the net loss. For the same period in 2012, our net loss was $642,073. We anticipate we will experience a net loss in fiscal 2013 as we continue to expand and pursue our 2013 commercialization efforts.

Comparison of Results of Operations for the nine months ended July 31, 2013 and for the nine months ended July 31, 2012.

Revenues: During the nine months ended July 31, 2013, the Company generated revenues of $4,950 as compared to revenues of $2,390 for nine months ended July 31, 2012. Our efforts have been focused on sales and marketing of our non-regulated Ogiene® product line as well the sale of our Ygiene® formulation for healthcare and life sciences, as well as industrial applications in the United States. Additionally, we are continuing our efforts to obtain the remaining state regulatory approvals required for the sale and distribution of our Ygiene® formulation throughout the entire United States.

In calendar year 2013 we initiated our commercialization strategy to sell our products into the healthcare and life sciences markets, and also into industrial markets.  Within healthcare and life sciences, most of our customer’s perform trial testing of our products prior to purchasing which can significantly lengthen the selling cycle.  To date our marketing efforts have led to over 100 trials of our products of which 70 are active at the current time.  Our products have been ordered within the segments of university laboratory medical research, pharmaceutical manufacturing and veterinarian care.  These trials have led to the addition of 20 new customers of our products.  The 70 active trials currently in process are pending results for placement of orders.

 
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For calendar 2013 we have also targeted industrial market segments of mold remediation and industrial odor control. Within the industrial marketplace our products are trial tested as well prior to purchasing thereby lengthening the selling cycle in most cases. We signed two independent selling groups to represent our products. Collectively through the independent selling groups we have approximately 35 representatives throughout the United States marketing our products. In addition, we established a relationship with an Ohio based distributor of medical products. .
 
Based on the progress as noted above, we are generally pleased with the market reception of our products.  Though the sales cycle has proved to be slower than originally planned for, management is generally encouraged by the current selling momentum and anticipates increases of new customers and orders of our products to continue in the fourth quarter 2013 and commercialization in the first quarter 2014.
 
Operating Expenses: Operating expenses were $2,341,166 for the nine months ended July 31, 2013 and $1,998,666 for the nine months ended July 31, 2012 a 17% increase of $342,500.  Our operating expenses consist of compensation of our executive and scientific staff, consulting expenses supporting development of, and regulatory approvals for, our products, legal and accounting services, and non-cash amortization of our intellectual property.
 
Depreciation & Amortization was $531,702 for both the nine months ended July 31, 2013 and July 31, 2012.
 
Salaries expense for the nine months ended July 31, 2013 were $590,544 an increase of 100% over amounts for nine months ended July 31, 2012, which were $294,831, primarily reflecting the retention of internal sales assistance in 2013 to initialize the Company’s commercialization strategy, the addition of our Chief Executive Officer and accounting and finance support personnel.
 
Consulting fee expenses were $472,890 for the nine months ended July 31, 2013 as compared to $401,192 for nine months ended July 31, 2012 for a 18% increase of $71,698.  The increase primarily reflects the addition of sales consultants in 2013 to begin the commercialization strategy that we launched in January 2013. The reduction was materially offset by a reduction of costs  due to a $200,000 consulting fee expense from Picaadilly Consultants in 2012 which it did not incur in 2013.  Piccadilly Consultants were not consultants of the Company in 2013.
 
Total legal and accounting expenses for the nine months ended July 31, 2013 were $316,759 an increase of $89,626 over amounts for nine months ended July 31, 2012 which were $227,133. The increase reflects an increase in legal fee expenses as a result of legal fee cost related to our complaints filed on Vinfluence and Mr. Pamani.
 
Other Selling, General and Administrative Expenses for the nine months ended July 31, 2013 were $429,271, a decrease of $114,537 over amounts for nine months ended July 31, 2012 which were $543,808.  The decrease primarily reflects a reduction to corporate overhead expenses including travel and entertainment, office expenses, investor relations and external accounting support in order to allocate as many resources as possible to the sales and marketing effort launched in 2013.  
 
Other Income and Expense for the nine months ended July 31, 2013 was $191,549, a 342% increase of $148,224 over amounts for nine months ended July 31, 2012 which were $43,325.  The increase is primarily due to the amortization of debt discount of $425,281, offset by a $238,750 credit of consulting expense and $95,250 decrease in fair value of derivative liability. The credit of $238,750 provided was a reimbursement of bonus compensation paid to Dr. Andy Kielbania for the year ended October 2011.   In addition,  for 2012 certain promissory notes were settled by Vinfluence carried interest expense reductions which in turn led to reversals of previously recorded interest expense.

Net Loss: We experienced a net loss from operations before consideration of our Non-Controlling interest of $2,529,497 for the nine months ended July 31, 2013. The discussion of operating expenses identifies the elements of the net loss. For the same period in 2012, our net loss was $2,040,548. We anticipate we will experience a net loss in fiscal 2013 as we continue to expand and pursue our 2013 commercialization efforts.

 
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Analysis of Impairment
 
In  conjunction with our 2012 audit, we performed our annual impairment testing during January 2012.   In this analysis, we determined that the current carrying value of our Intellectual Property was $9,958,222.
 
We computed the Intellectual Property value of using an undiscounted cash model. In our undiscounted cash flow analysis, we prepared a five year forecast of our expected earnings to derive an explicit stream of expected free cash flows through October 31, 2017. We developed our revenue and direct variable costs forecast based on a variety of factors including our current and anticipated sales pipeline, knowledge of our business and industry, general economic conditions in the marketplace and expectations of market opportunity with respect to the specific types of advertising services we provide. Our operating expenses are generally fixed and predictable; however, we increased our budgeted operating expenses by an amount that we believe is approximately equal to theoretical lease costs we would incur had our parent company not provided us with facilities that are not a component of operating costs in our goodwill reporting unit. After having determined the amount of our explicit year cash flows, we assumed that the Company would experience a long-term growth rate in free cash flows of 2% per annum thereafter. We then multiplied our cash flows by a marginal federal and state tax rate of 40% to derive our after-tax yearly cash flows.    The range of Intellectual Property values we derived using the above amounted to $41,431,530, which exceeds the carrying value of our Intellectual Property of $9,958,222.

Our initial commercialization strategy, which was utilized as a basis for our 2012 impairment testing, contained a forecast that called for material sales to begin to occur in April of 2013. However, primarily due to the lead time involved with the following activities: 1) sales force orientation and training; 2) production of selling materials and 3) a relatively long sales cycle that includes product trial testing, we have lowered our 2013 revenue forecast to $1,120,000. We forecast to make up the difference between our original forecast and our current forecast in calendar years 2014 and 2015, and the effect of our revision is not anticipated to have a significant impact on our valuation.

Liquidity and Capital Resources

We had $7,802 of cash at July 31, 2013.  Cash used in operations for the nine months ended July 31, 2013 was $606,874. The principal use of funds were for consulting services supporting the development of our business plan, legal and accounting fees in connection with becoming a public company and daily operations of the business, including rent, travel and laboratory costs.  

For the nine months Ended July 31, 2013, we raised $614,000 of cash from the issuance of convertible debentures.  

We are not currently generating significant revenues and rely on raising new capital to fund our ongoing operations and development of our strategic business objectives. We have been able to use proceeds from the sale of our shares of common stock to fund a substantial balance of our operating costs. On December 12, 2012 we issued a convertible promissory note to JMJ financial in the amount of $250,000 of which we received an initial $135,000 in payments.  We expect to receive additional payments from JMJ under the note at various intervals during the calendar year 2013.
 
On October 18, 2012, the Board of Directors of the Company approved a stock compensation plan for professionals and consultants.    The Plan was approved by the Board, on November 7, 2012 and the Company filed with the Securities and Exchange Commission a registration statement on Form S-8 for issuance of up to ten (10) million shares pursuant to the stock compensation plan.    We plan to fund a portion of our expenses by issuing shares of our S-8 common stock to consultants and professionals.
 
On December 11, 2012, the Company entered into an Equity Purchase Agreement (“Equity Line of Credit”) with Southridge Partners II, LP for an equity line of up to $10,000,000. Pursuant to the Equity Purchase Agreement, the Company has the right, at its discretion, to sell to Southridge up to $10 million of its common stock from time to time over a 36-month period. The Company will have the right, but is not obligated, to sell stock to Southridge depending on certain conditions as set forth in the Agreement.    We are currently responding to questions from the SEC regarding our registration statement.  We need to have approval from SEC before we can begin using the Equity Line.

 
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The Company believes that we will be able to generate significant sales by the first quarter of 2014 providing for sufficient cash flows to supplement our equity financing. If we are able to execute our plan, the Company can begin to accumulate cash reserves. There is no assurance based on our current plans, however that our funds will be sufficient to meet our anticipated needs through our fiscal year 2013, and we may need to raise additional capital during fiscal 2013 to fund the full costs associated with our growth and development. There can be no assurances that we will be successful in raising additional capital on favorable terms if at all. If the Company is unable to secure additional capital, it may be required to curtail its business development initiatives, impair its intellectual property and take additional measures to reduce cost in order to conserve cash.
 
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the accompanying audited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The audited consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

 
Evaluation of disclosure controls and procedures
 
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (1) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure; and (2) recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.
 
Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our last fiscal three months to which this Quarterly Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
 
 
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On November 26,  2012, the Company filed a complaint against Raj Pamani, a shareholder and former director of the Company in the Superior Court of New Jersey Essex County: Chancery Division (“the Complaint”).   Included also as defendants were several entities to which in 2009 the Company awarded approximately 13 million shares of its common stock in consideration for consulting contracts which the Company has concluded were fraudulently induced and were later deemed to be worthless (the “Defendant Entities”).   By causing the Company to enter into the contracts to its detriment in favor of Mr. Pamani’s and the Defendant Entities self-enrichment, the Company seeks to recover damages incurred from the actions of Mr. Pamani and the Defendant Entities as a result of self-dealing, breach of fiduciary duty, breach of loyalty and fraud.   As this matter unfolds, the Company may pursue and recover damages incurred from other parties that come to its attention for their participation.
 
 
Not Applicable.
 

On May 13, 2013 the Company issued 260,000 shares of its restricted common stock to Olshan, Frome, Wolosky LLP in connection with a settlement for outstanding legal bills.  The shares represented $7,800 of the overall settlement price of $19,600.  The shares were valued and issued at $.03 based on the approximate closing quotation price for the Company's stock during the negotiations leading up to the settlement.

On April 25, 2013 the Company issued 787,500 shares of its restricted common stock to employees as bonus compensation of $78,750 for the 2012 calendar year.  The shares were valued and issued at $.10 based on the closing quotation price for the Company's stock on December 31, 2012.

On February 27, 2013, the Company issued an aggregate of 1,075,375 shares of its restricted common stock to members of its Board of Directors as compensation for their participation the Board, and recorded $78,500 of expenses of board of directors’ fees.  The shares were valued and issued at $.07 per share based on the preceding ten (10) day average of the prevailing quotation prices for the Company's stock.

On February 27, 2013, the Company issued 121,951 shares of its restricted common stock to the WahlRich Group, a marketing consultant firm, for fees associated with their efforts of package design for our products.  The shares were valued and issued at $.08 per share based on the preceding ten (10) day average of the prevailing quotation prices for the Company's stock.

All of such shares were issued pursuant to an exemption from registration under the Securities Act by virtue of Section 4(2) of the Securities Act.


None.
 
 
ITEM 4.   MINE SAFETY DISCLOSURES
 
None.


None.
 
 
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The following exhibits are filed with this Quarterly Report on Form 10-Q:
 
Exhibit No.
 
Description
     
3.1
 
Articles of Incorporation of BioNeutral Group, Inc. (1)
 
 
 
3.2
 
Amendment to Articles of Incorporation of BioNeutral Group, Inc. (2)
 
 
 
3.3
 
Bylaws of BioNeutral Group, Inc. (formerly known as Moonshine Creations, Inc.) (1)
     
10.41
 
Global release, cancellation of Preferred Stock Purchase Agreement, Preferred Stock Drawdown Agreement, The Agreement to Assign and Settle Notes and Agreement to License Invention by and Between the Company.(3)
     
10.42
 
Note Satisfaction and Exchange Agreement between the Company and Herb Kozlov.
     
10.43
 
Preferred Stock Purchase Agreement dated August 5, 2013 by and between the Company and Mark Lowenthal.(4)
     
10.44
 
Loan Modification Agreement dated July 1, 2013 by and between the Company and Michael Francis.(4)
     
10.45
 
Deferred Compensation Agreements dated July 10, 2013 by and between the Company and Mark Lowenthal, Andy Kielbania and Tom Cunningham.(4)
     
10.46
 
Convertible Promissory Note issued to Randy McNeil dated August 19, 2013 in the amount of $15,000.*
     
10.47
 
Convertible Promissory Note issued to James Casserly dated July 16, 2013 in the amount of $25,000.*
     
10.48
 
Stock Purchase Agreement entered into with Bernie Casamento dated August 16, 2013 in the amount of $10,000.*
     
10.49
 
Stock Purchase Agreement entered into with Bob Rutherford dated August 16, 2013 in the amount of $10,000.*
     
31.1
 
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section  302 of the Sarbanes-Oxley Act of 2002*
 
 
 
32.1
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002*
________________________
(1)          Incorporated by reference to BioNeutral Group, Inc.'s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 14, 2008.
(2)          Incorporated by reference to BioNeutral Group, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2009.
(3)          Incorporated by reference to BioNeutral Group, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2013.
(4)          Incorporated by reference to BioNeutral Group, Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2013.
*      Filed herewith.
 
 
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
BIONEUTRAL GROUP, INC.
 
 
 
September 16, 2013
By:
/s/Mark Lowenthal
 
 
Mark Lowenthal
 
 
Chief Executive Officer
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
 
 
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