Quarterly Report (10-q)

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, 2014

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

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

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 5, 2014 was 5,751,790,172 shares.

BIONEUTRAL GROUP, INC.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	27

Item 4.	Controls and Procedures.	41

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	42

Item 1A.	Risk Factors.	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	42

Item 3.	Defaults Upon Senior Securities.	43

Item 4.	Mine Safety Disclosures.	43

Item 5.	Other Information.	43

Item 6.	Exhibits.	43

Signature		45

ITEM 1. FINANCIAL STATEMENTS

BIONEUTRAL GROUP, INC
CONDENSED CONSOLIDATED BALANCE SHEETS

	July 31, 2014			October 31, 2013
	(Unaudited)
ASSETS
Current Assets
Cash	$	16,358		$	702
Accounts Receivable - Net		3,452			9,911
Inventory		12,122			14,493
Total Current Assets		31,932			25,106

Property and Equipment - Net		198			357
Intellectual Property - Net		8,717,955			9,249,498
Other Assets		2,500			2,500

TOTAL ASSETS	$	8,752,585		$	9,277,461

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Expense	$	1,173,486		$	1,087,876
Current Portion of Convertible Notes Payable, net of discount of $408,253 and $91,167 respectively		576,867			267,716
Current Portion of Convertible Loans from Stockholders		1,206,994			75,000
Promissory Notes Payable		155,755			-
Accrued Compensation		1,659,075			978,851
Related Party Payables		59,062			57,508
Derivative Liability		595,238			129,425
Current Liabilities		5,426,477			2,596,376

Long Term Liabilities
Convertible Loans from Stockholders – net of current portion		197,863			1,462,291
Total Long Term Liabilities		197,863			1,462,291

TOTAL LIABILITIES		5,624,340			4,058,667

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, 2014 and October 31, 2013, respectively.
Liquidation Preference $534,910 at July 31, 2014
and October 31, 2013, respectively.		54			54
Convertible Preferred Stock, Series C, $.001 par value; 100,000
shares authorized, 56,081 issued and outstanding at
July 31, 2014 and October 31, 2013, respectively.
Liquidation Preference $560,810 at July 31, 2014
and October 31, 2013, respectively.		56			56
Convertible Preferred Stock, Series D, $.001 par value; 231,100
shares authorized, 128,251 issued and outstanding at
July 31, 2014 and October 31, 2013, respectively.
Liquidation Preference $1,282,510 at July 31, 2014
and October 31, 2013, respectively.		128			128
Convertible Preferred Stock, Series E, $.001 par value; 140,000
shares authorized, 0 issued and outstanding at
July 31, 2014 and October 31, 2013, respectively.
Liquidation Preference $0 at July 31, 2014 and October 31, 2013, respectively		-			-
Convertible Preferred Stock, Series F, $.001 par value; 51 shares authorized, 51 and 0 issued
and outstanding at July 31, 2014 and October 31, 2013, respectively.		-			-
Common Stock, $.00001 Par Value; 17,000,000,000 shares authorized,
5,481,790,172 and 252,034,393 issued and outstanding at July 31, 2014
and October 31, 2013, respectively.		54,818			2,520
Escrow Shares		(10,000	)		-
Additional Paid-in Capital		64,192,666			63,402,660
Due from Vinfluence		(136,848	)		(136,848	)
Accumulated Deficit		(60,541,242	)		(57,889,075	)
Total BioNeutral Group, Inc. Stockholders’ Equity		3,559,632			5,379,495

Non controlling Interest		(431,446	)		(160,760	)
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, 59,484 shares issued and outstanding at July 31, 2014 and October 31, 2013, respectively.
Liquidation Preference $1,072,361 at July 31, 2014 and October 31, 2013, respectively,		59			59
Total Non controlling Interest		(431,387	)		(160,701	)

Total Equity		3,128,245			5,218,794

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	8,752,585		$	9,277,461

See Notes to Condensed Consolidated Financial Statements

BIONEUTRAL GROUP, INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended July 31,						Nine Months Ended July 31,
	2014			2013			2014			2013

Revenues	$	8,861		$	3,310		$	30,093		$	4,950

Cost of Revenues		3,068			1,174			14,022			1,732

Gross Profit		5,793			2,136			16,071			3,218

Operating Expenses
Depreciation and Amortization		177,234			177,234			531,702			531,702
Salaries		237,657			266,737			569,343			590,544
Consulting Expense		91,050			252,417			337,435			472,890
Legal and Accounting Expenses		191,797			48,740			424,792			316,759
Other Selling, General and Administrative Expenses		275,595			84,165			626,409			429,271
Total Operating Expenses		973,333			829,293			2,489,681			2,341,166

Loss from Operations		(967,540	)		(827,157	)		(2,473,610	)		(2,337,948	)

Other Income (Expense)
Interest Expense		(275,180	)		(34,131	)		(913,817	)		(100,268	)
Consulting Fee Reimbursement – Vinfluence Settlement		-			-			-			238,750
Amortization of debt discount		(270,865	)		(212,920	)		(464,248	)		(425,281	)
Change in Fair Value of Derivative Liability		241,521			(29,356	)		928,822			95,250
Total Other Expense		(304,524	)		(276,407	)		(449,243	)		(191,549	)

Net Loss Before Income Taxes		(1,272,064	)		(1,103,564	)		(2,922,853	)		(2,529,497	)

Provision for Income Taxes		-			-			-			-

Net Loss		(1,272,064	)		(1,103,564	)		(2,922,853	)		(2,529,497	)

Loss Attributable to Non-controlling Interest		107,362			93,095			270,686			213,445

Net Loss Attributable to BioNeutral Group, Inc.	$	(1,164,702	)	$	(1,010,469	)	$	(2,652,167	)	$	(2,316,052	)

Net Loss Per Common Share - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

Weighted Average Number of Common Shares outstanding Basic and Diluted Loss per Share		3,153,678,075			149,565,330			1,642,430,500			135,968,202

See Notes to Condensed Consolidated Financial Statements

BIONEUTRAL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	For the Nine Months Ended July 31,
	2014			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(2,922,853	)	$	(2,529,497	)
Adjustments to Reconcile Net Loss To Net Cash Used in Operating Activities
Stock Based Compensation		-			481,315
Depreciation and Amortization		531,702			531,702
Issuance of Stock related to professional services		110,000			20,342
Interest added to promissory notes		246,800			83,575
Change in fair value of derivative liability		(928,822	)		(95,251	)
Amortization of debt discount		464,248			425,281
Settlement of Consulting Expense – Vinfluence Settlement		-			(238,750	)
Changes in Operating Assets and Liabilities
Accounts receivable		6,459			(1,259	)
Inventory		2,371			(16,679	)
Other Assets		-			11,996
Accounts Payable and Accrued Expenses		1,777,021			706,165
Related Party Payables		1,554			14,186

NET CASH USED IN OPERATING ACTIVITIES		(711,520	)		(606,874	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Convertible Promissory Notes		792,500			614,000
Repayments of Convertible Promissory Notes		(65,324	)		-

NET CASH PROVIDED BY FINANCING ACTIVITIES		727,176			614,000

NET INCREASE IN CASH		15,656			7,126

CASH, BEGINNING OF PERIOD		702			676

CASH, END OF PERIOD	$	16,358		$	7,802

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for Interest	$	22,824		$	-
Cash paid for Income Taxes	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Return of shares and re-establishment of accrued compensation	$	(151,013	)	$	-
Non-cash settlements of Accounts Payable and Accrued Expenses	$	62,950		$	57,826
Shares issued to escrow as security for transaction fees	$	10,000		$	-
Non-cash conversion of promissory note to common stock	$	849,853		$	223,115
Aggregate fair value of derivative liabilities issued	$	1,394,635		$	277,957
Non-cash settlement with Vinfluence	$	-		$	1,331,999

See Notes to Condensed Consolidated Financial Statements

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 consolidated 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 consolidated 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, 2014, the Company had negative working capital of $5,394,545. For the nine months ended July 31, 2014 the Company incurred a net loss of $2,922,853 and since inception has an accumulated deficit of $60,541,242. For the same period in 2013, the Company’s net loss was $2,529,497. The Company anticipates it will experience a net loss in fiscal 2014 as it continues to pursue markets for the sale and distribution of its products and development of access to global markets.

The Company had $16,358 of cash at July 31, 2014. Cash used by operations for the nine months ended July 31, 2014 was $711,520. The principal uses of funds were for consulting services supporting the development of its 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, 2014, the Company raised $792,500 of cash from the issuance of convertible debentures to fund operations.

On July 9, 2014 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 $60,000. It expects to receive additional payments from JMJ under the note at various intervals during the fiscal year 2014.

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, 2015 and it will need to raise additional capital during this period 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 second quarter of fiscal 2015 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 August 1, 2015, and it may need to raise additional capital during this period 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 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 unaudited condensed consolidated 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, 2014 and the results of its operations for the three and nine months ended July 31, 2014 and 2013 and cash flows for the nine months ended July 31, 2014 and 2013 not misleading. The unaudited condensed consolidated financial statements for the quarterly periods ended July 31, 2014, and 2013 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, 2013 and 2012 as contained in the Form 10-K filed on February 13, 2014.

Revenue recognition

The revenue recorded is presented net of sales and other taxes collected 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 which was not material at both July 31, 2014 and October 31 2013.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three 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 it cash and cash equivalents at high credit quality institutions, with balances, at times, in excess of federally insured limits. As of July 31, 2014, the Company did not exceed the federally insured limits. Management believed that the financial institution that holds its deposits are financially sound and therefore pose minimal credit risk. At July 31, 2014 and October 31 2013, the Company did not hold any cash equivalents.

Inventory

Inventories are stated at the lower of cost determined by the first-in, first-out method or market. 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 of finished goods and raw materials, both of which are immaterial and warehoused at our contract manufacturer.

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.

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.

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, 2014
			Total	Quoted prices in active markets for observable identical assets (Level 1)	Significant other inputs (Level 2)		Significant unobservable inputs (Level 3)
Derivative liability		$	595,238			$	595,238

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,
	2014			2013
	(unaudited)

Beginning Balance	$	129,425		$	-
Aggregate fair value of derivatives issued		1,394,635			508,610
Change in fair value of derivatives included in results of operations		(928,822	)		(379,185	)

Ending Balance	$	595,238		$	129,425

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 free standing 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 calculates 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.

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, 2014 and 2013 therefore, common stock equivalents have been excluded from the calculation of diluted loss per share. At the current range of market trading prices of the Company’s common stock, the Company does not possess enough authorized stock to convert all of its convertible instruments to common stock. For the Company to meet all of its obligations upon the receipt of notices of conversion received from holders of convertible instruments, the Company will may need to increase the authorized limit of common stock. With respect to the aggregate number of shares issuable to holders of convertible loans, the fair value of the conversion options are included in derivative liability. Convertible preferred stock and escow shares are clearly and closely related to the Company’s common stock and therefore do not require liability treatment.

The following table outlines the common stock equivalents outstanding as of July 31, 2014 and 2013.

	7/31/2014		7/31/2013
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		16,031,375
Stock Options		-		6,142,809
Warrants		376,923,077		-
Escrow shares		14,285,000		-
Convertible Loans		30,776,472,204		344,061,637
		31,198,003,086		380,527,251

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.

Recent Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation. The amendments in this ASU apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This ASU is the final version of Proposed ASU EITF-13D--Compensation--Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in the definition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisite service period. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company does not expect ASU 2014-12 to have a material impact on the consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. Amendments in this ASU create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is the final version of Proposed ASU 2011-230—Revenue Recognition (Topic 605) and Proposed ASU 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. The amendments in this ASU are effective for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the consolidated financial statements.

The FASB has issued ASU No. 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 (a consensus of the FASB Emerging Issues Task Force). U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. 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 – Escrow Shares

On April 28, 2014, the Company entered into a Securities Purchase Agreement with Adar Bays, LLC (“Adar Bays”), a Florida Limited Liability Company for the sale and issuance of an 8% convertible promissory note in the principal amount of $77,500 due April 28, 2015 (the “AB Note”). In addition to the AB Note, the Company and Adar Bays entered into a back end funding arrangement with respect to a second 8% convertible promissory note due April 28, 2015 for $77,500 in consideration for a note receivable issued by Adar Bays to the Company in the amount of $77,500 (the “Back End Notes”). In connection with the Back End Notes, the Company and Adar Bays entered into a Breakup Fee Agreement, which grants a right to the Company to cancel the Back End Notes, prior to November 1, 2014, for a fee of $10,000. To secure the payment of the $10,000 breakup fee, the Company issued 14,285,000 shares of its common stock to an attorney escrow. Should the Company decide to perform on the Back End Notes the shares of stock will be returned to the Company from the attorney escrow. The 14,285,000 shares issued to attorney escrow were issued at $.0007 per share commensurate with the trading price of the Company’s common stock when the Back End Notes were issued.

Note 5 – 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:

		7/31/2014			10/31/2013
Gross Carrying Amount	$	15,256,688		$	15,256,688
Accumulated Amortization		(6,538,733	)		(6,007,190	)
Net Carrying Amount	$	8,717,955		$	9,249,498

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, 2014 and 2013 was $177,181 and $177,181, respectively. Amortization expense for the nine months ended July 31, 2014 and 2013 was $531,543 and $531,543, respectively.

Estimated amortization expense is as follows

10/31/2014 (Remaining)			177,181
10/31/2015			708,723
10/31/2016			708,723
10/31/2017			708,723
10/31/2018			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. We have reviewed long-lived assets and certain identifiable intangibles to be held and used for impairment whenever events or changes in circumstances have indicated that the carrying amount of its assets might not be recoverable and have appropriately recorded the adjustment. Based on our review there were no indicators during the quarter ended July 31, 2014 that would cause impairment of intellectual property.

Note 6 - Related Party Payables

During the three months ended July 31, 2014 and 2013, the Company recorded interest of $518 and $518, respectively, and during the nine months ended July 31, 2014 and 2013, the Company recorded interest 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 7 - 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 2013 and 2012 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.

On April 11, 2014 the Company canceled 787,500 shares of its restricted common stock which had been issued to employees for compensation of $78,750 incurred in fiscal 2013. Upon return of the shares, the Company credited $78,750 to Accrued Compensation.

On December 11, 2013 the Company canceled 1,705,152 shares of its S-8 registered common stock which had been issued to an employee for compensation and out of pocket expenses incurred in fiscal 2013 of $72,263. Upon return of the shares, the Company credited $72,263 to Accrued Compensation.

Note 8 - Stockholder’s Equity (and Non-Controlling Interest)

Common Stock

On April 21, 2014, 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 four billion (4,000,000,000) to eight billion (8,000,000,000) shares with the Secretary of State of Nevada. At a meeting held on April 2, 2014, and in conjunction with a unanimous consent of the Board on April 17, 2014, the Board authorized management to increase the number of shares authorized to eight billion shares (8,000,000,000). The additional four billion (4,000,000,000) 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. The Company mailed the Notice of Stockholder Action by Written Consent to the Stockholders on May 5, 2014. The authorized share increase will become effective on the date that the Company files 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. The Company filed the Amendment with the Secretary of State of the State of Nevada on May 6, 2014. On May 6, 2014, the Company filed with the SEC a definitive Schedule 14C Information Statement thereby confirming the effectiveness of the preliminary Schedule 14C Information Statement filed on April 21, 2014.

On June 19, 2014, 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 eight billion (8,000,000,000) to seventeen billion (17,000,000,000) shares with the Secretary of State of Nevada. At a meeting held on June 17, 2014, the Company received unanimous consent by the Board and by the holder of Series F Preferred Stock, no par value per share (the “Series F Preferred”), and authorized management to increase the number of shares authorized to seventeen billion shares (17,000,000,000). The additional nine billion (9,000,000,000) 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. The Company mailed the Notice of Stockholder Action by Written Consent to the Stockholders on July 2, 2014. The authorized share increase became effective on July 9, 2014 when the Company filed 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. On July 1, 2014, the Company filed with the SEC a definitive Schedule 14C Information Statement thereby confirming the effectiveness of the preliminary Schedule 14C Information Statement filed on June 19, 2014.

On July 23, 2014, 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 seventeen billion (17,000,000,000) to thirty seven billion (37,000,000,000) shares with the Secretary of State of Nevada. At a meeting held on July 21, 2014, the Company received unanimous consent by the Board and by the holder of Series F Preferred Stock, no par value per share (the “Series F Preferred”), and authorized management to increase the number of shares authorized to thirty seven billion (37,000,000,000) shares. The additional twenty billion (20,000,000,000) shares of Common Stock so authorized would have been 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 have been used for potential strategic transactions, including, among other things, acquisitions, strategic partnerships, joint ventures, restructurings, business combinations and investments, although there are were immediate plans to do so. Assurances cannot be provided that any such transactions would have been consummated on favorable terms or at all, that they would have enhanced stockholder value or that they would not have adversely affected the Company's business or the trading price of the Common Stock. The authorized share increase was withdrawn when the Company filed a Schedule 14C Information Statement with the SEC on August 18, 2014 to notify the stockholders of the Company of Management’s plan to amend the Company’s Articles of Incorporation, as amended, to effectuate a 1,000-to-1 reverse split of the Company’s Common Stock, par value $.00001 per share. The Company currently has not effectuated the increase in the authorization of its common stock from 17,000,000,000 to 37,000,000,000 or the 1,000 to 1 reverse split. At the current range of market trading prices of the Company’s common stock, the Company does not possess enough authorized stock to convert all of its convertible instruments to common stock. For the Company to meet all of its obligations upon the receipt of notices of conversion received from noteholders, the Company will may need to increase the authorized limit of common stock.

On November 13, 2013, the Company issued 24,000,000 shares of its common stock to reduce certain outstanding accounts payable in the amount of $31,200. The shares were valued at $.0013 representing the trading price of the Company’s common stock on November 12, 2013. The shares were issued pursuant to Settlement Agreement and Stipulation (the “Settlement Agreement”) between the Company and ASC Recap LLC (“ASC”) on September 20, 2013. Pursuant to the Settlement Agreement; ASC acquired accrued and outstanding accounts payable of the Company in the aggregate amount of $266,298 (the “Accounts Payable Claims”). Pursuant to the entry of by the Superior Court of New Jersey, Essex County Law Division ordering a Stipulation of Dismissal on October 31, 2013 in settlement of the Accounts Payable Claims, the Company may issue and deliver to ASC shares of its Common Stock in one or more tranches as necessary to generate proceeds to satisfy the Accounts Payable Claims. In addition, on November 12, 2013, the Company issued a non interest bearing convertible promissory note in the amount of $15,000 due on May 31, 2014 to ASC to reimburse ASC for legal fees incurred in connection with the Settlement Agreement. On February 27, 2014 as agreed upon by the Company and ASC, the November 12, 2013 non interest bearing convertible promissory note issued to ASC was cancelled and no further obligation was due to ASC from the Company for reimbursement of legal fees incurred by ASC in connection with the Settlement Agreement.

On March 6, 2014, the Company issued 25,000,000 shares of its common stock to reduce certain outstanding accounts payable in the amount of $15,875. The shares were valued at $0.0008 representing the approximate trading price of the Company’s common stock at the time of the issuance. The shares were issued pursuant to the Settlement Agreement with ASC Recap LLC.

On March 18, 2014, the Company issued 25,000,000 shares of its common stock to reduce certain outstanding accounts payable in the amount of $15,875. The shares were valued at $0.0009 representing the approximate trading price of the Company’s common stock at the time of the issuance. The shares were issued pursuant to the Settlement Agreement with ASC Recap LLC.

During the nine months ended July 31, 2014, the Company issued 136,000,000 shares of its restricted common stock to a consulting firm for marketing fees of $65,000. The shares were issued at prevailing market prices of the Company’s common stock at the time of issuance.

On November 21, 2013, the Company issued 1,000,000 shares of its common stock to Randy McNeil pursuant to a stock purchase agreement with Mr. McNeil on September 12, 2013 for $5,000. The purchase price per share of the common stock of $0.005 represents a negotiated per share price which approximated the prevailing per share closing prices at the time the parties reached an agreement of terms.

On November 21, 2013, the Company issued 1,466,278 shares of its common stock to Bernie Casamento pursuant to a stock purchase agreement with Mr. Casamento on August 16, 2013 for $10,000. The purchase price per share of the common stock was $0.0068 which was 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 November 21, 2013, the Company issued 1,466,278 shares of its common stock to Bob Rutherford pursuant to a stock purchase agreement with Mr. Rutherford entered into on August 16, 2013 for $10,000. The purchase price per share of the common stock was $0.0068 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 November 13, 2013, the Company issued 24,000,000 common shares to reduce certain outstanding accounts payable in the amount of $10,500. The Company incurred finance charges of $20,700 in connection with the issuance of the shares. The shares were valued at $0.0013 representing the approximate trading price of the Company’s common stock at the time of the issuance. The shares were issued pursuant to the Settlement Agreement with ASC Recap LLC.

During the nine months ended July 31, 2014, the Company issued 96,478,175 shares of its common stock to Southridge Partners II for payment of $40,000 of fees related to an Equity Purchase Agreement entered into with Southridge Partners II in December 2012. The shares were issued at prevailing market prices of the Company’s common stock at the time of issuance.

On April 29, 2014 the Company issued 14,285,000 shares of its common stock to an attorney escrow in connection with a Breakup Fee Agreement and a corresponding fee of $10,000 with Adar Bays which grants a right to the Company to cancel the certain promissory notes with Adar Bays, prior to November 1, 2014. The shares were issued at $0.0007 commensurate with prevailing market prices of the Company’s common stock at the time of issuance.

On May 22, 2014, the Company issued 10,000,000 shares of its restricted common stock to a consulting firm for marketing fees of $5,000. The shares were valued and issued at a negotiated per share price of $0.0005, a share price which approximated the prevailing per share closing prices at the time the parties reached an agreement of terms.

On July 30, 2014, the Company issued 50,000,000 shares of its restricted common stock to James Casserly for settlement of accrued and unpaid interest of $4,500 pursuant to a conversion notice received by the Company from Mr. Casserly on July 21, 2014. The shares were valued and issued at $0.00009 pursuant to the terms of his conversion privilege; a share price which was equal to 50% the preceding 10 day average closing trading price of the Company’s common stock.

During the nine months ended July 31, 2014, the Company issued 711,066,822 shares of common stock to JMJ Financial to settle loan proceeds in the collective amount of $142,515

During the nine months ended July 31, 2014, the Company issued 198,072,984 shares of common stock to Asher Enterprises to convert short-term convertible promissory notes in the aggregate amount of $65,450.

During the nine months ended July 31, 2014, the Company issued 3,159,776,861 shares of common stock to GEL Properties to settle loan proceeds in the amount of $532,601.

During the nine months ended July 31, 2014, the Company issued 153,271,319 shares of common stock to Magna Group to convert short-term convertible promissory notes in the aggregate of $78,164.

On July 28, 2014, the Company received a notice of conversion from Darling Capital LLC, and pursuant to the notice issued 465,365,714 shares of common stock in partial settlement of $18,615 of the outstanding convertible loan balance.

On July 21, 2014, the Company received a notice of conversion from WHC Capital, LLC, and pursuant to the notice issued 160,000,000 shares of common stock in partial settlement of $8,000 of the outstanding convertible loan balance.

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 Year ended October 31, 2013		(269,303	)
Non-Controlling Interest at October 31, 2013		(160,701	)
Non-Controlling interest Share of Net Loss for the nine months ended July 31, 2014		(270,686	)
Non-Controlling Interest at July 31, 2014	$	(431,387	)

The Series A Preferred Stock is not recognized in the Non-Controlling Interest. If the 59,484 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, 2014 and October 31, 2013.

Note 9 – Convertible Notes Payable

	July 31, 2014			October 31, 2013
	(Unaudited)
Adar Bays, LLC	$	79,003		$	-
Asher Enterprises, Inc.		-			108,090
Ben Hanafin		2,500			-
Darling Capital LLC		15,546			-
DH Technical Consulting LLC		29,218			-
GEL Properties LLC		123,933			-
Hanover Holdings LLC		38,348			-
James Casserly		-			26,236
JMJ Financial		110,001			111,960
John Sikora		120,711			-
KBM Worldwide Inc.		75,204			-
LG Capital Funding LLC		35,928			-
Randy McNeil		17,648			15,518
Ray Dunning		193,132			97,079
Robert Machinist		25,000			-
Typenex Co-Investment, LLC		49,953			-
WHC Capital, LLC		68,995			-

Total Convertible Notes Payable		985,120			358,883
Debt Discount		(408,253	)		(91,167	)
Convertible Notes Payable Net of Debt Discount	$	576,867		$	267,716

Adar Bays, LLC

On April 28, 2014, the Company entered into a Securities Purchase Agreement with Adar Bays, LLC, a Florida Limited Liability Company for the sale and issuance of an 8% convertible promissory note in the principal amount of $77,500 (the “Note”). The Company received payments in the amounts of $38,750 on April 29, 2014 and $38,750 on May 8, 2014. 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 at any time after the requisite Rule 144 period. The conversion price of the Note shall be equal to 55% multiplied by the market price (as defined in the Note). The Note matures on April 28, 2015. Interest on the Note accrues at a rate of 8% per annum. The loan balance including accrued interest was $79,003 at July 31, 2014.

Asher Enterprises, Inc.

As of October 31, 2013, the Company had two convertible notes outstanding with Asher Enterprises, Inc., a Delaware Corporation (the “Holder”) with aggregate principal and accrued interest of $108,090. The principal balance of the Notes are 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 Notes. The conversion price of the Notes shall be equal to 51% multiplied by the market price (as defined in the Notes). The Notes matures on February 6, 2014 and July 17, 2014 respectively. 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 Notes accrues at a rate of 8% per annum. The Notes contain customary default provisions, including provisions for potential acceleration of the Notes, a default premium, and default interest of 22%.

During the nine months ended July 31, 2014, the Company received several notices of conversion from Asher, and pursuant to those notices issued 198,072,984 shares of common stock in partial settlement of $65,540 of the outstanding convertible loan balance.

On April 10, 2014, the Company made a cash payment to Asher Enterprises, Inc. in the amount of $65,324 to satisfy in full, the remaining 8% convertible promissory note issued by the Company to Asher Enterprises, Inc.

Ben Hanafin

On January 2, 2014, the Company issued a convertible promissory note (the “Hanafin Note”) to Ben Hanafin, a member of the Company’s Board of Directors, in the amount of $2,500. The Hanafin Note is due on January 2, 2015, and bears interest at 18% per annum. Mr. Hanafin 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 January 2, 2015. The loan balance was $2,500 at July 31, 2014.

Darling Capital, LLC

On July 21, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Darling Capital, LLC, (“Darling”) for the sale and issuance of a 15% convertible promissory note in the principal amount of $12,500 (the “Note”). The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder, at any time during the period beginning on January 21, 2014 and ending on the maturity date of February 21, 2015. The conversion price of the Note shall be equal to 60% from the lowest closing bid price for the thirty days prior to the day that the Company receives requests for conversion. The Note matures on February 21, 2015. Interest on the Note accrues at a rate of 15% per annum. As of July 31, 2014, the Company received $9,000 proceeds from the Darling note. The remaining $3,500 was received in August 2014.

On July 21 2014, the Company issued a convertible promissory note to Darling in the amount of $25,000, which bears interest at 18% per annum. Darling is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of the convertible promissory note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 60% of the lowest closing bid price for the thirty days prior to the day that the Company receives requests for conversion. The convertible promissory note was issued in connection with the direct settlement by Darling with James Casserly, a convertible notes holder of the Company. On July 28, 2014, the Company received a notice of conversion from Darling, and pursuant to the notice issued 465,365,714 shares of common stock in partial settlement of $18,615 of the outstanding convertible loan balance.

The balance outstanding including accrued interest at July 31, 2014 was $15,546.

DH Technical Consulting, LLC

On May 1, 2014, the Company issued a convertible promissory note to DH Technical Consulting LLC in consideration of outstanding consulting fees of $28,640, due on May 1, 2015 (the “Maturity Date”). DH Technical Consulting LLC is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

GEL Properties LLC

During the nine months ended July 31, 2014, the Company issued five convertible promissory notes to GEL Properties, LLC (“GEL”) in the aggregate amount of $135,000, due on various dates through March 19, 2015, all of which bears interest at 6% per annum. GEL is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of these Notes then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 55% (1 note) and 65% (4 notes) of the lowest closing bid price of the Common Stock for any of the five trading days, including the day upon which the upon which the notice of conversion is received by the Company.

During the nine months ended July 31, 2014, the Company issued an additional ten (10) convertible promissory notes to GEL in the aggregate amount of $515,074, due on various dates through April 29, 2015, eight (8) of which bears interest at 6% and two (2) at 8% per annum. GEL is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of these Notes then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 65% (8 notes) and 55% (2 notes) of the lowest closing bid price of the Common Stock. These Notes were issued in connection the direct settlement by GEL with certain convertible notes holders of the Company.

During the nine months ended July 31, 2014 the Company received several notices of conversion from GEL, and pursuant to those notices issued an aggregate amount of 3,159,776,861 shares of common stock to settle loan proceeds in the amount of $532,601.

The balance outstanding including accrued interest at July 31, 2014 was $123,933.

Hanover Holdings LLC

On February 11, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Hanover Holdings I, LLC, (the “Holder”) for the sale and issuance of a 12% convertible promissory note in the principal amount of $36,500 (the “Note”). The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder, at any time during the period beginning on February 11, 2014 and ending on the maturity date of February 11, 2015. The conversion price of the Note shall be equal to 45% from the lowest trading price in the five days prior to the day that the Company receives requests for conversion. The Note matures on February 11, 2015. Interest on the Note accrues at a rate of 12% per annum. The loan balance including accrued interest was $38,348 at July 31, 2014.

James Casserly

On July 16, 2013, the Company issued a convertible promissory note (the “Casserly Note”) to James Casserly in the amount of $25,000. The Casserly Note was due on July 15, 2014, and bore interest at 18% per annum. Mr. Casserly had 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. On July 21, 2014, Mr. Casserly assigned the principal portion of the Casserly Note of $25,000 to Darling Capital LLC, and on July 15, 2014 issued a conversion notice to the Company for the amount of accrued and unpaid interest of $4,500. In exchange for the conversion notice the Company issued 50,000,000 shares of its common stock to Mr. Casserly at 50% the preceding 10 day average closing trading price of the Company’s common stock of $0.0009.The balance outstanding including accrued interest at July 31, 2014 was $0.

JMJ Financial

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 $215,000 has been received through the date of this report including $55,000 received during the nine months ended July 31, 2014. On July 9, 2914 the Company issued a convertible promissory note in the principal amount of $250,000 to JMJ (the “July JMJ Note”), and pursuant to the issuance of the July JMJ Note, JMJ cancelled the JMJ Note and the remaining, unissued principal amount of $35,000 of the JMJ Note. The maturity date of the July JMJ Note is two years from the date of each payment. The July 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 $.0002 per share of 60% 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, 2014 the Company received eleven notices of conversion from JMJ for the JMJ Note, and pursuant to those notices issued 711,066,822 shares of common stock to settle loan proceeds in the collective amount of $142,515. On July 9, 2014 the Company received $60,000 of the July JMJ Note. At July 31, 2014 the JMJ aggregate loan balance including accrued interest was $110,001.

John Sikora

During the nine months ended July 31, 2014, the Company issued convertible promissory notes in consideration for outstanding consulting fees payable to John Sikora in the aggregate amount of $111,000, due on August 1, 2014 and September 20, 2014 (the “Maturity Date”), which bear interest at 18% per annum. Mr. Sikora is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date. The balance outstanding including accrued interest was $120,711 at July 31, 2014 and is currently in default.

KBM Worldwide Inc.

On March 26, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with KBM Worldwide, Inc., a Delaware Corporation (the “Holder”) 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 April 8, 2014 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 50% multiplied by the market price (as defined in the Note). The Note matures on January 2, 2015. 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 11, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with KBM Worldwide, Inc., a Delaware Corporation (the “Holder”) for the sale and issuance of an 8% convertible promissory note in the principal amount of $20,500 (the “Note”). 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 50% multiplied by the market price (as defined in the Note). The Note matures on March 13, 2015. 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%.

The balance outstanding including accrued interest was $74,204 at July 31, 2014.

LG Capital Funding LLC

On April 2, 2014, the Company issued a convertible promissory note to LG Capital Funding, LLC (“LG”) in the amount of $35,000, due on April 2, 2015, which bears interest at 8% per annum. LG is entitled, at its option, at any time after 180 days, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the lowest closing bid price of the Common Stock for the prior fifteen days, including the date of receipt of the notice of conversion. The balance outstanding including accrued interest was $35,928 at July 31, 2014.

Randy McNeil

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. The balance outstanding including accrued interest at July 31, 2014 was $17,648.

Ray Dunning

At October 31, 2013, the aggregate Ray Dunning Convertible Loan balance was $97,079 including accrued interest of $2,679. These loans bear interest at 8% per annum. Mr. Dunning has the right to convert the principal and interest into the Company’s common stock at a conversion price equal to $.08 the average closing price of the Company’s common stock for the 10 preceding days of January 31, 2013.

During the nine months ended July 31, 2014, Mr. Dunning agreed to transfer the carrying value of his convertible notes including accrued interest to GEL in consideration for $97,919. On July 18 2014, Mr. Dunning assigned the principal portion of the convertible promissory note due on January 15, 2015 of $51,500 to WHC Capital LLC.

On January 15, 2014 and February 1, 2014, the Company issued a convertible promissory notes to Ray Dunning in consideration of cash in the amount of $51,500 , due on January 15, 2015 (the “Maturity Date”) and in consideration of outstanding consulting fees of $114,725, due on February 1, 2015 (the “Maturity Date”); $23,600 due on May 1, 2015, $23,600 due on June 1, 2015 and $23,600 due on July 1, 2015, all of which bear interest at 8% per annum. Mr. Dunning is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

The balance outstanding including accrued interest at July 31, 2014 was $193,132.

Robert Machinist

On November 5, 2013, the Company issued a convertible promissory note (the “Machinist Note”) to Robert Machinist, a member of the Company’s Board of Directors, in the amount of $25,000. The Machinist Note is due on November 4, 2014, and bears interest at 18% per annum. Mr. Machinist 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 November 4, 2014.

Typenex Co-Investment, LLC

On May 21, 2014, the Company entered into a securities purchase agreement with Typenex Co-Investment, LLC, (“Typenex”) for the sale and issuance of a secured convertible promissory note in the principal amount of $335,000 and any interest, fees, charges. (the “Typenex Note”). The Typenex Note carries an Original Issue Discount (“OID”) of $30,000. In addition, the Company agreed to pay $5,000 to Typenex to cover Typenex’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the Typenex Note. Interest is payable on the Typenex Note at 10% per annum. The Typenex Note is exercisable in eleven (11) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $49,000 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note and the other transaction documents (“Tranche #1”), which was funded to the Company on May 28, 2014, and (ii) ten (10) additional Tranches, the first nine (9) of which are in the amount of $27,500, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note and the other transaction documents, and the last of which is in the amount of $38,500, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note. The conversion price for each Tranche conversion into shares of the Company’s common stock shall be the lesser of (i) the Lender Conversion Price of $.0015, and (ii) 65% of the average of the three (3) lowest VWAPs (volume weighed average price) in the twenty (20) trading days immediately preceding the applicable conversion, provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) trading days immediately preceding any date of measurement is below $0.0005, then in such event the then-current conversion factor shall be reduced by 5% for all future conversions (e.g., 65% to 60%). The Tranches are payable thirteen months after payment to the Company. The Company granted a security agreement to Typenex in connection with the Securities Purchase Agreement which provides Typenex with a security interest in those certain Tranches or “Investor Notes” comprised of Tranche #1, Tranche #2, Tranche #3, Tranche #4, Tranche #5, Tranche #6, Tranche #7, Tranche #8, and Tranche #9) issued by Secured Party in favor of Debtor on May 21, 2014, in the initial principal amounts of $25,000 each, that certain Tranche #10 issued by Secured Party in favor of Debtor on May 21, 2014, in the initial principal amount of $35,000, and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof. The Company did not grant a security interest in the general assets of the Company to Typenex. Under and concurrently with the securities purchase agreement with Typenex, the Company also issued to Typenex a warrant to purchase the number of shares equal to $167,500 divided by the higher of: (i) the closing price of the common stock on the issue date; and (ii) the VWAP (as defined below) of the common stock for the trading day that is two (2) trading days prior to the exercise date. The Typenex warrant may also be exercised by cashless exercise. The balance outstanding including accrued interest was $49,953 at July 31, 2014. The fair value of the warrant was deminimus at the date of issuance.

WHC Capital, LLC

On July 11, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with WHC Capital, LLC, (the “Holder”) for the sale and issuance of a 12% convertible promissory note in the principal amount of $25,000 (the “Note”). The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder, at any time during the period beginning on January 11, 2015 and ending on the maturity date of July 11, 2015. The conversion price of the Note shall be equal to 50% from the lowest intra-day trading price during the ten days prior to the day that the Company receives requests for conversion. The Note matures on February 11, 2015. Interest on the Note accrues at a rate of 12% per annum.

On July 18, 2014, the Company issued a convertible promissory note to WHC Capital, LLC in the amount of $51,500, due on July 18, 2015, which bears interest at 18% per annum. WHC Capital, LLC is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of the convertible promissory note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the lowest intra-day trading price during the ten days prior to the day that the Company receives requests for conversion. The convertible promissory note was issued in connection the direct settlement by WHC Capital, LLC with Ray Dunning, a convertible notes holder of the Company. On July 21, 2014, the Company received a notice of conversion from WHC Capital, LLC, and pursuant to the notice issued 160,000,000 shares of common stock in partial settlement of $8,000 of the outstanding convertible loan balance.

The balance outstanding including accrued interest at July 31, 2014 was $68,995.

Note 10 – Convertible Loans from Stockholders

	July 31, 2014			October 31, 2013
	(Unaudited)
Michael Francis	$	578,169		$	610,851
Capara Investments		902,831			851,440
Herb Kozlov		-			75,000

Total Convertible Notes Payable		1,481,000			1,537,291
Debt Discount		(76,143	)		(75,000	)
Convertible Notes Payable Net of Debt Discount	$	1,404,857		$	1,402,291

Michael D. Francis

On July 1, 2013, the Company entered into a promissory note modification agreement (the “Francis Modification”) with Michael D. Francis, a shareholder of the Company in the amount of $560,918. At October 31, 2013, the Francis Modification balance was $610,858 including accrued interest of $59,851. These Francis Modification bears interest at 18% per annum, and Mr. Francis has the right to convert the principal and interest into the Company’s common stock at a conversion price equal 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 July 1, 2013.

On April 11, 2014, Mr. Francis entered into a Debt Purchase Agreement with GEL (the “Francis GEL Purchase”) in the amount of $560,918 representing the principal portion of the Francis Modification. The Francis GEL Purchase provides for four installment closings, and during the nine months ended July 31, 2014, Mr. Francis closed on two installments by assigning principal including accrued interest to GEL in consideration for $289,275.

On April 2, 2014, the Company issued a convertible promissory note in the amount of $97,010 due on April 1, 2015 (the “Maturity Date”) representing accrued and unpaid interest on the Francis Modification through April 2, 2014. The convertible promissory note bears interest at 18% per annum. Mr. Francis is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

After consideration of the GEL Purchase closings in the amount of $289,275, and the convertible promissory note issued by the Company on April 2, 2014 in the amount of 97,010, the principal balance and accrued and unpaid interest of the Francis Modification at July 31, 2014 was $293, 567.

On April 17, 2014, the Company issued a convertible promissory note to Michael Francis in the amount of $70,000, due on April 16, 2015 (the “Maturity Date”), which bears interest at 18% per annum. Mr. Francis is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

On May 7, 2014, the Company issued a convertible promissory note to Michael Francis in the amount of $63,000, due on April 16, 2015 (the “Maturity Date”), which bears interest at 18% per annum. Mr. Francis is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

On November 4, 2013, the Company issued a convertible promissory note to Michael Francis in the amount of $25,000 in consideration for a cash payment. The convertible promissory note is due on November 3, 2014 (the “Maturity Date”), and bears interest at 18% per annum. Mr. Francis is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

The aggregate balance outstanding including accrued interest at July 31, 2014 was $578,169.

Capara Investments

The Company issued seven unsecured promissory notes to Capara Investments, (“Capara”) from November 13, 2009 to October 24, 2011 in the aggregate of principal amount of $655,000 (the “Capara Notes”). Each of the Capara Notes bears an 8% annual interest rate, is due and payable in cash on the fifth anniversary of the date of issuance, and upon consummation of a “Qualified Financing” (as defined in each of the Capara Notes), will automatically be exchanged for, solely at our election, either (i) securities on the same terms and conditions as those received by investors in such Qualified Financing based on an assumed exchange rate reflecting the pricing used in such financing or (ii) shares of our common stock equal to the quotient obtained by dividing (x) the then outstanding principal amount of the Capara Note by (y) the lower of (i) $0.69 and (ii) the Fair Market Value (as defined in the Capara Notes) of one share of our common stock as of the date of such exchange of one share of our common stock as of the date of such exchange). On each three (3) month anniversary of the issuance of each Capara Note, all accrued and unpaid interest shall be added to the unpaid principal amount of such note. Each of the Capara Notes defines “Qualified Financing” as an investment in securities of the Company (including any financing that includes convertible indebtedness and/or warrants) occurring after the date of issuance of the Capara Note by an investor that is not an affiliate of our company in which we receive net proceeds greater than $500,000 (including any additional investment by the holder of the Capara Note or by the holder of any other 8% exchangeable promissory note) in the Qualified Financing. The sole member of Capara Investments, Raj Pamani, is a former member of our Board and a shareholder of the Company. On July 31, 2014 the aggregate balance of principal and accrued and unpaid interest on the Capara Notes is $902,831. The aggregate current portion of principal and accrued and unpaid interest for maturities occurring in fiscal 2014 and 2015 on the Capara Notes is $704,969. The aggregate long-term portion of principal and accrued interest for maturities occurring after July 31, 2015 is $197,863.

Herb Kozlov

On November 11, 2013, the Company issued a Promissory Note to Herb Kozlov, a shareholder of the Company (the “Kozlov Note”), for the satisfaction of a promissory note issued by the Company to Mr. Kozlov on December 6, 2010. Pursuant to the Kozlov Note, the Company promises to pay $75,000 plus any accrued and unpaid interest on June 1, 2014. Interest will accrue at the rate of fourteen (14%) per annum. Mr. Kozlov will have the right to receive payment of the Kozlov Note in shares of common stock of the Company at the lower of $.03 per share, or the closing price of such shares on the day proceeding the date when the notice of full or partial conversion is tendered. On February 28, 2014 Mr. Kozlov assigned his note to Magna Group, LLC.

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 options 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 Black Scholes valuation model which approximated the binomial lattice options pricing model. The gross proceeds of Convertible notes issued during the nine months ended July 31, 2014 were recorded net of a discount of $1,394,635 related to the derivative liability. The debt discount will be charged to amortization of debt discount ratably over the term of the Convertible notes. The Company recorded an amortization of the debt discount in the amount of $270,865 and $464,248 for the three and nine months ended July 31, 2014 and 2013 and $212,920 and $425,281 for three and nine months ended July 31, 2013, respectively.

Note 11 – Notes Payable

On May 12, 2014, the Company issued a promissory note to Reed Smith LLP in the amount of $152,414, which bears interest at 6% per annum. The Company is obligated to make payments under this note in full in two installments. The first installment shall be in the amount of $50,000 of principal plus all accrued interest, and shall be due on December 31, 2014, without any requirement of demand or notice from Reed Smith LLP. The second installment shall be in the amount of $152,414 of principal plus all accrued interest (less any payments of principal previously made by the Company), and shall be due on June 1, 2015. The promissory note securitizes $152,414 of legal expenses incurred from 2007 through 2011, of which $136,848 had previously been recorded and classified on the Company’s balance sheet in “Accounts Payable and Accrued Expense” and $15,566 represents a reconciliation of outstanding legal invoices payable to Reed Smith LLP, which were not previously recorded by the Company. The balance outstanding including accrued interest was $155,755 at July 31, 2014.

Note 12 – Commitments & Contingencies

Litigation

On September 13, 2013, the Company received a claim for arbitration from James Crane, a former Chief Financial Officer of the Company. Mr. Crane asserts claims against the Company for breach of contract, fraud, negligence, negligent misrepresentation, unjust enrichment and deceptive business practices related to unpaid fees and damages in the amount of $371,804 pursuant to a consulting agreement between Mr. Crane and the Company. The Company has retained counsel and is defending the matter. On July 22, 2014, the American Arbitration Association awarded Mr. Crane $55,264 which was accrued by the Company during the period ended July 31, 2014

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. On March 21, 2014 the Superior Court of New Jersey Essex County: Chancery Division entered an order for final judgment in favor of BioNeutral. The final judgment demands the reimbursement to be made by the Defendant to BioNeutral of an aggregate amount of $412,900 payments caused by the Defendant Entities. Also contained within the final judgment with respect to the 13 million shares of its common stock in consideration for fraudulently induced consultant contracts, the Defendant Entities must return to BioNeutral any unsold stock certificates, and also, the Pamani Defendants must reimburse BioNeutral for any stock sold to innocent third parties in an amount to be determined by a further submission to the Court by BioNeutral.

On October 1, 2009, the SEC issued a formal order of investigation to the Company regarding possible securities laws violations by the Company 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 six-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. On November 14, 2013 the USPTO issued an order for dismissal of PURE Bioscience’s petition to for cancellation of the Company’s Ygiene^™ registration.

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 but failed to deliver the stock certificates representing their shares of common stock and Series A Preferred Stock of BioLabs 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.

Note 13 - Subsequent Events

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 condensed consolidated financial statements.

On August 20, 2014 the Company received a notice of conversion from JMJ Financial and pursuant to the notice issued 270,000,000 shares of common stock to settle loan proceeds in the amount of $15,660.

The convertible promissory notes in consideration for outstanding consulting fees payable to John Sikora in the aggregate amount of $111,000, due on August 1, 2014 and September 20, 2014 are currently in default for nonpayment.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

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:

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our inability to raise capital;

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our failure to obtain the necessary regulatory approvals for our products;

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the results of the current Securities and Exchange Commission (the "SEC") investigation of our Company;

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the inability to obtain or retain customer acceptance of our products;

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the failure of the market for our products to develop;

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our inability to protect our intellectual property;

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our inability to manage any growth;

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the effects of competition from a wide variety of local, regional, national and other providers of products similar to our products;

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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.

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changes in accounting policies, rules and practices;

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changes in technology or products, which may be more difficult or costly, or less effective than anticipated; and

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the other factors listed under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended October 31, 2013 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.

Recent Developments

Subsequent to October 31, 2013 the Company received notices of conversion from several note holders and pursuant to those notices issued 5,167,552,700 shares of common stock to settle loan proceeds in the aggregate amount of $865,513.

On August 18, 2014, the Company filed a Schedule 14C Information Statement with the SEC to notify the stockholders of the Company of Management’s plan to amend the Company’s Articles of Incorporation, as amended, to effectuate a 1,000-to-1 reverse split of the Company’s Common Stock, par value $.00001 per share (the “Reverse Split”). At a meeting held on July 21, 2014, the Company received unanimous consent by the Board of Directors of the Company (the “Board”) and on July 31, 2014 by the holder of the Series F Preferred Stock, no par value per share (the “Series F Preferred”) to amend the Company’s Articles of Incorporation, as amended, to effectuate the Reverse Split. The Board is effectuating the Reverse Split, with the Series F Stockholder with the primary intent of increasing the market price of the Company’s Common Stock to make the Common Stock more attractive to a broader range of institutional and other investors. Accordingly, for these and other reasons discussed below, the Company believes that effecting the Reverse Split is in the Company’s and the Company’s stockholders’ best interests. The Board believes that an increased stock price may encourage investor interest and improve the marketability of the Common Stock to a broader range of investors, and thus enhance liquidity. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Additionally, because brokers' commissions on lower-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current share price of the Common Stock can result in an individual stockholder paying transaction costs that represent a higher percentage of total share value than would be the case if the share price of the Common Stock were substantially higher. This factor may also limit the willingness of institutions to purchase the Common Stock. The Board of Directors believes that the anticipated higher market price resulting from the Reverse Split could enable institutional investors and brokerage firms with such policies and practices to invest in the Common Stock. The Reverse Split will affect all holders of the Company’s Common Stock uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except that as described below in “Fractional Shares,” record holders of Common Stock otherwise entitled to a fractional share as a result of the Reverse Split will be rounded up to the next whole number. In addition, the Reverse Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares). After the Reverse Split, the Company’s Common Stock will have new Committee on Uniform Securities Identification Procedures (CUSIP) numbers, which is a number used to identify the Company’s equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below. After the Reverse Split, the Company will continue to be subject to the periodic reporting and other requirements of the Exchange Act. The Common Stock will continue to be quoted on the OTC Pink, subject to any decision of the Company’s Board of Directors to list the Company’s securities on a stock exchange. The Reverse Split will not change the number of authorized shares of the Common Stock under the Company’s Articles. Because the number of issued and outstanding shares of Common Stock will decrease, the number of shares of Common Stock remaining available for issuance will increase. Under the Articles, as amended, the Company’s authorized capital stock currently consists of 17,000,000,000 shares of Common Stock. The Company mailed the Notice of Stockholder Action by Written Consent to the Stockholders on September 3, 2014. The authorized share increase will become effective on the date that the Company files 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. The Company filed the Amendment with the Secretary of State of the State of Nevada on May 6, 2014. On May 6, 2014, the Company filed with the SEC a definitive Schedule 14C Information Statement thereby confirming the effectiveness of the preliminary Schedule 14C Information Statement filed on August 18, 2014. The Company currently has not effectuated the Reverse Split.

On July 23, 2014, 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 seventeen billion (17,000,000,000) to thirty seven billion (37,000,000,000) shares with the Secretary of State of Nevada. At a meeting held on July 21, 2014, the Company received unanimous consent by the Board and by the holder of Series F Preferred Stock, no par value per share (the “Series F Preferred”), and authorized management to increase the number of shares authorized to thirty seven billion (37,000,000,000) shares. The additional twenty billion (20,000,000,000) shares of Common Stock so authorized would have been 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 authorized share increase was withdrawn when the Company filed a Schedule 14C Information Statement with the SEC on August 18, 2014 to notify the stockholders of the Company of Management’s plan to amend the Company’s Articles of Incorporation, as amended, to effectuate a 1,000-to-1 reverse split of the Company’s Common Stock, par value $.00001 per share. The Company currently has not effectuated the increase in the authorization of its common stock from 17,000,000,000 to 37,000,000,000. At the current range of market trading prices of the Company’s common stock, the Company does not possess enough authorized stock to convert all of its convertible instruments to common stock. For the Company to meet all of its obligations upon the receipt of notices of conversion received from noteholders, the Company will need to increase the authorized limit of common stock.

On July 22, 2014, the American Arbitration Association awarded Mr. Crane $55,264.

On July 21 2014, the Company issued a convertible promissory note to Darling in the amount of $25,000, which bears interest at 18% per annum. Darling is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of the convertible promissory note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 60% of the lowest closing bid price for the thirty days prior to the day that the Company receives requests for conversion. The convertible promissory note was issued in connection the direct settlement by Darling with James Casserly, a convertible notes holder of the Company. On July 28, 2014, the Company received a notice of conversion from Darling, and pursuant to the notice issued 465,364,714 shares of common stock in partial settlement of $18,615 of the outstanding convertible loan balance.

On July 9, 2014 the Company entered into a convertible promissory note in the principal amount of $250,000 to JMJ Financial (the “July JMJ Note”), and pursuant to the issuance of the July JMJ Note, JMJ cancelled the remaining, unissued principal of $35,000 of the December 12, 2012 convertible promissory note due to JMJ Financial. The maturity date of the July JMJ Note is two years from the date of each payment. The July 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 $.0002 per share of 60% of the lowest trade price in the 25 days prior to conversion. JMJ Financial has piggyback registration rights with respect to the shares into which the July JMJ Note is convertible. On July 9, 2014 the Company received $60,000 of the July JMJ Note.

On May 21, 2014, the Company entered into a securities purchase agreement with Typenex Co-Investment, LLC, (“Typenex”) for the sale and issuance of a secured convertible promissory note in the principal amount of $335,000 and any interest, fees, charges. (the “Typenex Note”). The Typenex Note carries an OID of $30,000.00. In addition, the Company agreed to pay $5,000 to Typenex to cover Typenex’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the Typenex Note. Interest is payable on the Typenex Note at 10% per annum. The Typenex Note is exercisable in eleven (11) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $49,000 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note and the other transaction documents (“Tranche #1”), which was funded to the Company on May 28, 2014, and (ii) ten (10) additional Tranches, the first nine (9) of which are in the amount of $27,500, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note and the other transaction documents, and the last of which is in the amount of $38,500, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Typenex Note. The conversion price for each Tranche conversion into shares of the Company’s common stock shall be the lesser of (i) the Lender Conversion Price of $.0015, and (ii) 65% of the average of the three (3) lowest VWAPs (volume weighed average price) in the twenty (20) trading days immediately preceding the applicable conversion, provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) trading days immediately preceding any date of measurement is below $0.0005, then in such event the then-current conversion factor shall be reduced by 5% for all future conversions (e.g., 65% to 60%). The Tranches are payable thirteen months after payment to the Company. The Company granted a security agreement to Typenex in connection with the Securities Purchase Agreement which provides Typenex with a security interest in those certain Tranches or “Investor Notes” comprised of Tranche #1, Tranche #2, Tranche #3, Tranche #4, Tranche #5, Tranche #6, Tranche #7, Tranche #8, and Tranche #9) issued by Secured Party in favor of Debtor on May 21, 2014, in the initial principal amounts of $25,000 each, that certain Tranche #10 issued by Secured Party in favor of Debtor on May 21, 2014, in the initial principal amount of $35,000, and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof. The Company did not grant a security interest in the general assets of the Company to Typenex. Under and concurrently with the securities purchase agreement with Typenex, we also issued to Typenex a warrant to purchase the number of shares equal to $167,500 divided by the higher of: (i) the closing price of the common stock on the issue date; and (ii) the VWAP (as defined below) of the common stock for the trading day that is two (2) trading days prior to the exercise date. The Typenex warrant may also be exercised by cashless exercise.

On May 12, 2014, the Company issued a promissory note to Reed Smith LLP in the amount of $152,414, which bears interest at 6% per annum. The Company is obligated make payments under this note in full in two installments. The first installment shall be in the amount of $50,000 of principal plus all accrued interest, and shall be due on December 31, 2014, without any requirement of demand or notice from Reed Smith LLP. The second installment shall be in the amount of $152,414 of principal plus all accrued interest (less any payments of principal previously made by the Company), and shall be due on June 1, 2015. The promissory note securitizes $152,414 of legal expenses incurred from 2007 through 2011, of which $136,848 had previously been recorded and classified on the Company’s balance sheet in “Accounts Payable and Accrued Expense” and $15,566 represents a reconciliation of outstanding legal invoices payable to Reed Smith LLP which were not previously recorded by the Company.

On May 7, 2014, the Company issued a convertible promissory note to Michael Francis, a shareholder of the Company, in the amount of $63,000, due on May 6, 2015 (the “Maturity Date”), which bears interest at 18% per annum. Mr. Francis is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

On May 6, 2014, the Company filed with the SEC a definitive Schedule 14C Information Statement thereby confirming the effectiveness of the preliminary Schedule 14C Information Statement filed on April 21, 2014 described below.

On April 29, 2014, the Company issued a convertible promissory note to GEL Properties, LLC (“GEL”) in the amount of $134,400, due on April 28, 2015, which bears interest at 8% per annum. GEL is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 55% of the lowest closing bid price of the Common Stock. In connection with the issuance of the convertible promissory note to GEL, GEL purchased the principal amount of $128,000 plus accrued and unpaid interest of $6,400 for a total of $134,400 of a $560,918 promissory note issued to Mr. Francis on July 1, 2013.

On April 22, 2014, the Company submitted a withdrawal to the Securities and Exchange Commission of the S-1 Registration Statement originally filed February 21, 2013.

On April 21, 2014, the Company filed a preliminary 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 four billion (4,000,000,000) to eight billion (8,000,000,000) shares. The Board of Directors and a majority vote of the stockholders authorized management to increase the number of shares authorized to eight billion shares. The additional four billion (4,000,000,000) 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 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 May 5, 2014. 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 filed the Amendment with the Secretary of State of the State of Nevada on May 6, 2014.

On April 17, 2014, the Company issued a convertible promissory note to Michael Francis, a shareholder of the Company, in the amount of $70,000, due on April 16, 2015 (the “Maturity Date”), which bears interest at 18% per annum. Mr. Francis is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

On April 11, 2014, the Company issued a convertible promissory note to GEL Properties, LLC (“GEL”) in the amount of $154,875, due on April 11, 2015, which bears interest at 8% per annum. GEL is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 55% of the lowest closing bid price of the Common Stock for any of the five trading days, including the day upon which the upon which the notice of conversion is received by the Company. In connection with the issuance of the convertible promissory note to GEL, GEL purchased the principal amount of $147,500 plus accrued and unpaid interest of $7,375 for a total of $154,875 of a $560,918 promissory note issued to Mr. Francis on July 1, 2013.

On April 10, 2014, the Company made a cash payment to Asher Enterprises, Inc. in the amount of $65,324 to satisfy in full an 8% convertible promissory note issued by the Company to Asher Enterprises, Inc. on October 15, 2013 in the principal amount of $42,500 plus accrued and unpaid interest and a prepayment penalty.

On April 2, 2014, the Company issued a convertible promissory note to Michael Francis, a shareholder of the Company, in the amount of $97,009 representing accrued and unpaid interest earned on a promissory note issued in the amount of $560,918 on July 1 2013. The convertible promissory note is due on April 1, 2015 (the “Maturity Date”), and bears interest at 18% per annum. Mr. Francis is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

On March 26, 2014, 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 $53,000 (the “Note”). The Purchase Agreement became effective on April 8, 2014 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 January 2, 2015. 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 March 21, 2014 the Superior Court of New Jersey Essex County: Chancery Division entered an order for final judgment in favor of BioNeutral. The final judgment demands the reimbursement to be made by the Defendant to BioNeutral of an aggregate amount of $412,900 payments caused by the Defendant Entities. Also contained within the final judgment with respect to the 13 million shares of its common stock in consideration for fraudulently induced consultant contracts, the Defendant Entities must return to BioNeutral any unsold stock certificates, and also, the Pamani Defendants must reimburse BioNeutral for any stock sold to innocent third parties in an amount to be determined by a further submission to the Court by BioNeutral.

On March 20, 2014, the Company issued a convertible promissory note in consideration for outstanding consulting fees payable to John Sikora in the amount of $21,000, due on September 20, 2014 (the “Maturity Date”), which bears interest at 18% per annum. Mr. Sikora is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

On March 19, 2014, the Company issued a convertible promissory note to GEL in the amount of $15,657, due on March 19, 2015, which bears interest at 6% per annum. GEL is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 55% of the lowest closing bid price of the Common Stock for any of the five trading days, including the day upon which the upon which the notice of conversion is received by the Company . In connection with the issuance of the convertible promissory note to GEL, GEL purchased a promissory note issued to JJS Consulting on August 31, 2013 from the Company in the amount of $15,000 plus accrued and unpaid interest.

On March 19, 2014, the Company issued a convertible promissory note to GEL in the amount of $15,960, due on March 19, 2015, which bears interest at 6% per annum. GEL is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 55% of the lowest closing bid price of the Common Stock for any of the five trading days, including the day upon which the upon which the notice of conversion is received by the Company . In connection with the issuance of the convertible promissory note to GEL, GEL purchased a promissory note issued to DH Technical Consulting, LLC on May 31, 2013 from the Company in the amount of $15,000 plus accrued and unpaid interest.

On March 19, 2014, the Company issued a convertible promissory note to GEL in the amount of $52,191, due on March 19, 2015, which bears interest at 6% per annum. GEL is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 55% of the lowest closing bid price of the Common Stock for any of the five trading days, including the day upon which the upon which the notice of conversion is received by the Company . In connection with the issuance of the convertible promissory note to GEL, GEL purchased a promissory note issued to Ray Dunning on August 31, 2013 from the Company in the amount of $50,000 plus accrued and unpaid interest.

On March 19, 2014, the Company issued a convertible promissory note to GEL in the amount of $40,000, due on March 19, 2015, which bears interest at 6% per annum. GEL is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 55% of the lowest closing bid price of the Common Stock for any of the five trading days, including the day upon which the upon which the notice of conversion is received by the Company.

On February 28, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Magna Group, LLC, (the “Holder”) for the sale and issuance of a 12% convertible promissory note in the principal amount of $78,164 (the “Note”). The principal balance of the Note is convertible into common stock, $0.00001 par value, of the Company, at the election of the Holder, at any time during the period beginning on February 28, 2014 and ending on the maturity date of February 28, 2015The conversion price of the Note shall be equal to 45% From the lowest trading price in the five days prior to the day that Magna Group, LLC requests conversion. The Note matures on February 28, 2015. Interest on the Note accrues at a rate of 12% per annum. In connection with the issuance of the Note, Magna purchased a promissory note issued to Herb Kozlov on November 11, 2013 from the Company in the amount of $75,000 plus accrued and unpaid interest.

On February 10, 2014, the Company issued a convertible promissory note to GEL in the amount of $44,071, due on January 14, 2015, which bears interest at 6% per annum. GEL is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 65% of the lowest closing bid price of the Common Stock. In connection with the issuance of the convertible promissory note to GEL, GEL purchased a promissory note issued to JJS Consulting June 30, 2013 from the Company in the amount of $42,000 plus accrued and unpaid interest. During the nine months ended July 31, 2014 the Company received three notices of conversion from GEL, and pursuant to those notices issued 50,535,288 shares of common stock to settle the loan.

On February 10, 2014, the Company issued a convertible promissory note to GEL in the amount of $25,000, due on February 10, 2015, which bears interest at 6% per annum. GEL is entitled, at its option, at any time after the requisite rule 144 holding period, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 65% of the lowest closing bid price of the Common Stock for any of the five trading days, including the day upon which the upon which the notice of conversion is received by the Company.

On February 1, 2014, the Company issued a convertible promissory note in consideration for outstanding consulting fees payable to John Sikora in the amount of $20,000, due on August 1, 2014 (the “Maturity Date”), which bears interest at 18% per annum. Mr. Sikora is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

On February 1, 2014, the Company issued a convertible promissory note in consideration for outstanding consulting fees payable to John Sikora in the amount of $70,000, due on August 1, 2014 (the “Maturity Date”), which bears interest at 18% per annum. Mr. Sikora is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

On February 1, 2014, the Company issued a convertible promissory note in consideration of outstanding consulting fees payable to Ray Dunning in the amount of $114,725 , due on January 1, 2015 (the “Maturity Date”), which bears interest at 8% per annum. Mr. Dunning is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

On January 15, 2014, the Company issued a convertible promissory note to Ray Dunning in the amount of $51,500, due on February 1, 2015 (the “Maturity Date”), which bears interest at 8% per annum. Mr. Dunning is entitled, at his option, on the Maturity Date, to convert all or any amount of the principal face amount of this note then outstanding into shares of the Company's common stock without restrictive legend of any nature, at a conversion price for each share of Common Stock equal to 50% of the average closing bid price of the Common Stock for the 10 preceding days of the Maturity Date.

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) bioneutralizer, 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.

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 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 ended October 31, 2014 is focused on leveraging developments in the United States for our Ygiene™ professional disinfectant product and continuing our work within the regulatory process of the U.S. for EPA registration of additional variations of Ygiene™. Our Ygiene™ professional disinfectant product and multipurpose cleaner and disinfectant product were registered and approved with the US EPA on February 28, 2011. Subsequently, we have registered Ygiene™ in 32 US states for sale and distribution. Our Ygiene™ was registered with the German Bundesanstalt für Arbeitsschutz und Arbeitsmedizin, a German government sanctioned institute for safety and health, on January 5, 2010 and November 30, 2009, respectively. As a result of such registrations, we are permitted to sell such Ygiene™ based products in Germany, although we have not sold any of our products in Germany and currently do not have adequate resources to attempt to make any such sales or to have our products manufactured for sale. We believe these registrations present us with a strong and dynamic platform for accessing well developed global markets for commercial use of our Ygiene™ professional disinfectant product and multipurpose cleaner and disinfectant product.

Currently, we are focusing our efforts on the development and commercialization of Ygiene ™ formulation for the markets of Healthcare and Life Sciences and Industrial Applications. We’ve developed 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.

We believe 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.

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.

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 manytrials of our products. Our products have been ordered within the segments of university laboratory medical research, pharmaceutical manufacturing and veterinarian care.

Within the industrial marketplace our products are trial tested as well prior to purchasing thereby lengthening the selling cycle in most cases. We are working with independent selling groups to represent our products primarily being offered for mold remediation contractors

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. We intend to expand our efforts to sell our products by offering them for sale through distribution. Recently we announced our new relationship with Quip Laboratories, a leading sales distribution company of biosafety products in the laboratory and biomedical research segments. We have other such relationships under consideration, and plan to vigorously pursue others to add to selling capacity.

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 our Ogiene™ and Ygiene™ formulations may have technological competitive advantages over competing products, we or 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, 2014 and for the three months ended July 31, 2013.

Revenues: During the three months ended July 31, 2014 the Company generated revenues of $8,861 as compared to revenues of $3,310 for the three months ended July 31, 2013. Our efforts have been focused on sales and marketing of our non-regulated Ogiene™ product line as well the sale of our Ygiene™ formulation in acute and long-term healthcare and industrial markets where pathogenic spores are present. We are carrying forward our commercialization strategy begun in 2013 by developing relationships with selling organizations and distributors.

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 many trials of our products. Our products have been ordered within the segments of university laboratory medical research, pharmaceutical manufacturing and veterinarian care.

Within the industrial marketplace our products are trial tested as well prior to purchasing thereby lengthening the selling cycle in most cases. We signed independent selling groups to represent our products and we have approximately representatives throughout the United States marketing our products In addition, we established a relationship with an Ohio based distributor of medical products.

Operating Expenses: Operating expenses were $973,333 the three months ended July 31, 2014 and $829,293 for the three months ended July 31, 2013 for a 17% increase of $144,040. 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.

Amortization and depreciation expense was $177,234 for three months ended July 31, 2014 and 2013.

Salaries expense for the three months ended July 31, 2014 was $237,657, an decrease of 11% over amounts for the three months ended July 31, 2013, which were $266,737. Overall compensation was lower in the three months ended July 31, 2014 as the Company had less sales personnel in 2014.

Consulting fee expenses were $91,050 for the three months ended July 31, 2014 as compared to $252,417 for the three months ended July 31, 2013 for a 64% decrease of $161,367. The decrease primarily reflects the overall reduction of sales consultants in 2014 to pivot the commercialization strategy in 2014 to engaging with distributors and private label contracts that require less involvement from the Company.

Total legal and accounting expenses for the three months ended July 31, 2014 were $191,797, an increase of $143,057 over amounts for the three months ended July 31, 2013 which were $48,740, reflecting legal fees associated with the James Crane matter.

Other Selling, General and Administrative Expenses for the three months ended July 31, 2014 were $275,595, an increase of $191,430 over amounts for the three months ended July 31, 2013 which were $84,165. The increase primarily reflects increases in investor relations expenses and the settlement award to Mr. Crane in the amount of $55,264.

Other Income and Expense for the three months ended July 31, 2014 were $304,524, a 10% increase of $28,117 over amounts for the three months ended July 31, 2013 which were $276,407. The decrease is primarily due to an increase in interest expense of $241,049 reflecting additional convertible note borrowing and derivative liability expenses incurred in connection with issuing variable priced convertible securities at amounts greater than fair value for the three months ended July 31, 2014, an increase of the amortization of debt discount of $57,945, offset by a reduction in the change in fair value of derivative liability of 270,877.

Net Loss: We experienced a net loss from operations before consideration of our Non-Controlling interest of $1,272,064 for the three months ended July 31, 2014. The discussion of operating expenses identifies the elements of the net loss. For the same period in 2013, our net loss was $1,103,564. We anticipate we will experience a net loss in fiscal 2014 as we continue to pursue regulatory approvals and further identify markets for the sale and distribution of our products.

Comparison of Results of Operations for the nine months ended July 31, 2014 and for the nine months ended July 31, 2013.

Revenues: During the nine months ended July 31, 2014 the Company generated revenues of $30,093 as compared to revenues of $4,950 for the nine months ended July 31, 2013. Our efforts have been focused on sales and marketing of our non-regulated Ogiene™ product line as well the sale of our Ygiene™ formulation in acute and long-term healthcare and industrial markets where pathogenic spores are present. We are carrying forward our commercialization strategy begun in 2013 by developing relationships with selling organizations and distributors.

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 many trials of our products. Our products have been ordered within the segments of university laboratory medical research, pharmaceutical manufacturing and veterinarian care.

Within the industrial marketplace our products are trial tested as well prior to purchasing thereby lengthening the selling cycle in most cases. We signed independent selling groups to represent our products and we have approximately representatives throughout the United States marketing our products. In addition, we established a relationship with an Ohio based distributor of medical products.

Operating Expenses: Operating expenses were $2,489,681 the nine months ended July 31, 2014 and $2,341,166 for the nine months ended July 31, 2013 for an increase of $148,515. 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.

Amortization and depreciation expense was $531,702 for nine months ended July 31, 2014 and 2013.

Salaries expense for the nine months ended July 31, 2014 was $569,343, a decrease of 4% over amounts for the nine months ended July 31, 2013, which were $590,544. Overall compensation was lower in the nine months ended July 31, 2014 as the Company had less sales personnel in 2014.

Consulting fee expenses were $337,435 for the nine months ended July 31, 2014 as compared to $472,890 for the nine months ended July 31, 2013 for a 29% decrease of $135,455. The decrease primarily reflects the overall reduction of sales consultants in 2014 to pivot the commercialization strategy in 2014 to engaging with distributors and private label contracts that require less involvement from the Company.

Total legal and accounting expenses for the nine months ended July 31, 2014 were $424,792, a increase of $108,033 over amounts for the nine months ended July 31, 2013 which were $316,759, reflecting an increase in legal fees associated with the Pamani and James Crane matters, and increases to audit and tax preparation fees.

Other Selling, General and Administrative Expenses for the nine months ended July 31, 2014 were $626,409, an increase of $197,138 over amounts for the nine months ended July 31, 2013 which were $429,271. The increase primarily reflects increases in investor relations expenses and the settlement award to Mr. Crane in the amount of $55,264.

Other Income and Expense for the nine months ended July 31, 2014 was $449,243, a 135% increase of 257,694 over amounts for the nine months ended July 31, 2013 which were $191,549. The increase is primarily due to an increase in interest expense of $813,549 reflecting additional convertible note borrowing and derivative liability expenses incurred in connection with issuing variable priced convertible securities at amounts greater than fair value for the nine months ended July 31, 2014, an increase of the amortization of debt discount of $38,967, and offset by an increase in the change in fair value of derivative liability of $833,572.

Net Loss: We experienced a net loss from operations before consideration of our Non-Controlling interest of $2,922,853 for the nine months ended July 31, 2014. The discussion of operating expenses identifies the elements of the net loss. For the same period in 2013, our net loss was $2,529,497, which was offset by a $238,750 credit of consulting expense and $95,250 decrease in fair value of derivative liability. We anticipate we will experience a net loss in fiscal 2014 as we continue to pursue regulatory approvals and further identify markets for the sale and distribution of our products.

Analysis of Impairment

In conjunction with our 2013 audit, we performed our annual impairment testing during January 2014. In this analysis, we determined that the current carrying value of our Intellectual Property was $9,249,498.

We computed the Intellectual Property value by 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, 2018. We developed our revenue and direct variable costs forecast based on a variety of factors including our current and anticipated sales pipeline of prospects currently known to the Company, and those which the Company believes will be generated through current and future relationships with distributors, 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 Intellectual Property values we derived using the above exceeded the carrying value of our Intellectual Property of $9,249,498.

Liquidity and Capital Resources

The Company had $16,358 of cash at July 31, 2014. Cash used by operations for the nine months ended July 31, 2014 was $711,520. The principal uses 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, 2014, the Company raised $792,500 of cash from the issuance of convertible debentures to fund operations.

On July 9, 2014 the Company issued a convertible promissory note to JMJ financial in the amount of $190,000 of which it received payments through the date of this report of $60,000. It expects to receive additional payments from JMJ under the note at various intervals during the fiscal year 2014.

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, 2015 and it will need to raise additional capital during fiscal 2014 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 second quarter of 2015 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 2014, and it may need to raise additional capital during fiscal 2014 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 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 unaudited condensed 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.

ITEM 4. CONTROLS AND PROCEDURES

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

During the nine months ended July 31, 2014, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On September 13, 2013, the Company received a claim for arbitration from James Crane, a former Chief Financial Officer of the Company in 2009. Mr. Crane asserts claims against the Company for breach of contract, fraud, negligence, negligent misrepresentation, unjust enrichment and deceptive business practices related to unpaid fees and damages in the amount of $371,804 pursuant consulting agreement between Mr. Crane the Company. The Company has retained counsel and is defending the matter. On July 22, 2014, the American Arbitration Association awarded Mr. Crane $55,264.

ITEM 1A. RISK FACTORS

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On May 22, 2014, the Company issued 10,000,000 shares of its restricted common stock to a consulting firm for marketing fees of $5,000. The shares were valued and issued at a negotiated per share price of $.0005, a share price which approximated the prevailing per share closing prices at the time the parties reached an agreement of terms.

On April 29, 2014 the Company issued 14,285,000 shares of its common stock to attorney escrow in connection with a Breakup Fee Agreement and a corresponding fee of $10,000 with Adar Bays which grants a right to the Company to cancel the certain promissory notes with Adar Bays, prior to November 1, 2014. The shares were issued at $0.0007 commensurate with prevailing market prices of the Company’s common stock at the time of issuance.

On November 21, 2013, the Company issued 1,000,000 shares of its common stock to Randy McNeil pursuant a stock purchase agreement with Mr. McNeil on September 12, 2013 for $5,000. The purchase price per share of the common stock is $.005 which was equal to the closing trading price of the Company’s common stock on September 10, 2013.

On November 21, 2013, the Company issued 1,466,276 shares of its common stock to Bernie Casamento pursuant to a stock purchase agreement with Mr. Casamento on August 16, 2013 for $10,000. The purchase price per share of the common stock was $.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 November 21, 2013, the Company issued 1,466,276 shares of its common stock to Bob Rutherford pursuant to a stock purchase agreement with Mr. Rutherford on August 16, 2013 for $10,000. The purchase price per share of the common stock was $.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.

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOUSURES

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

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)

10.64		Securities purchase agreement with Magna Group, LLC on February 28, 2014 for $78,164.38. (3)

10.65		Convertible promissory note with Hanover Holdings I, LLC on February 11, 2014 for $36,500. (3)

10.66		Convertible promissory note with GEL Properties on March 19, 2014 for $40,000. (3)

10.67		Convertible promissory note with GEL Properties on March 19, 2014 for $52,191.78. (3)

10.68		Convertible promissory note with GEL Properties on March 19, 2014 for $15,960. (3)

10.69		Convertible promissory note with GEL Properties on March 19, 2014 for $15,657.53. (3)

10.70		Securities Purchase Agreement with Asher Enterprises, Inc. on March 26, 2014 for $53,000. (3)

10.71		Convertible promissory note with LG Capital Funding, LLC on April 2, 2014 for $35,000. (3)

10.72		Convertible promissory note with GEL Properties on April 11, 2014 for $154,875.00. (3)

10.73		Convertible promissory note with Michael Francis on April 17, 2014 for $70,000.00. (3)

10.74		Securities purchase agreement with Adar Bays, LLC on April 28, 2014 for $77,500.00. (3)

10.75		Promissory note issued to Reed Smith LLP on May 12, 2014 for $152,414.00. (3)

10.76		Convertible promissory note with Michael Francis on May 7, 2014 for $63,000.00. (3)

10.77		Securities purchase agreement with Typenex Co-Investment, LLC on May 21, 2014 for $335,000.00. (3)

10.78		Settlement Agreement and Stipulation with ASC Recap LLC on September 20, 2013.*

10.79		Convertible promissory note with ASC Recap on November 12, 2013 for $15,000.*

10.80		Securities purchase agreement with WHC Capital, LLC on July 18, 2014 for $25,000. *

10.81		Securities transfer agreement with Darling Capital, LLC on July 21, 2014 for $25,000. *

10.82		Convertible promissory note with Darling Capital, LLC on July 21, 2014 for $12,500. *

10.83		Convertible promissory note with WHC Capital on July 11, 2014 for $51,500.*

10.84		Convertible promissory note with Ray Dunning on May 1, 2014 for $70,000.00.*

10.85		Convertible promissory note with DH Technical Consulting on May 1, 2014 for $28,640.00.*

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 10-Q filed with the Securities and Exchange Commission on June 20, 2014.

* Filed herewith.

SIGNATURE

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 22, 2014	By:	/s/ Mark Lowenthal
		Mark Lowenthal
		Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.78

SETTLEMENT AGREEMENT AND STIPULATION

THIS SETTLEMENT AGREEMENT and Stipulation dated as of September 20, 2013 by and between ASC Recap LLC ("ASC"), a limited liability company formed under the laws of the State of Connecticut, with offices in Fairfield County, Connecticut, and Bioneutral Group, Inc., a corporation incorporated under the laws of Nevada, with offices in Newark, New Jersey ("COMPANY").

BACKGROUND:

WHEREAS, there are bona fide outstanding Claims against the Company in the principal amount of not less than $266,298.17; and

WHEREAS, these liabilities are past due; and

WHEREAS, ASC acquired such liabilities on the terms and conditions set forth in the annexed Claim Purchase Agreement(s), subject however to the agreement of the Company and compliance with the provisions hereof; and

WHEREAS, ASC and the Company desire to resolve, settle, and compromise among other things the liabilities as more particularly set forth on Schedule A annexed hereto (hereinafter collectively referred to as the "Claims").

NOW, THEREFORE, the parties hereto agree as follows:

1. Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"AGREEMENT" shall have the meaning specified in the preamble hereof.

"CLAIM AMOUNT" shall mean $266,298.17.

"COMMON STOCK" shall mean the Company's common stock, $0.00001 par value per share, and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company).

"COURT" shall mean the Superior Court of the State of New Jersey.

"DISCOUNT" shall mean twenty five (20%) percent.

"DTC" shall have the meaning specified in Section 3b.

"DWAC" shall have the meaning specified in Section 3b.

"FAST" shall have the meaning specified in Section 3b.

"GROSS PROCEEDS" shall mean proceeds from sales of Settlement Shares by ASC. "LEGAL FEES" shall have the meaning specified in Section 3a.

"NET PROCEEDS" shall mean Gross Proceeds less all brokerage, clearing and delivery related fees and charges associated with the generation of such Gross Proceeds, including but not limited to, commission and execution fees, ticket and deposit fees, DTC and Non-DTC, transfer agent and clearing agent fees.

"PRINCIPAL MARKET" shall mean the Nasdaq National Market, the Nasdaq SmallCap Market, the Over the Counter Bulletin Board, OTCXD, the American Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock.

"REMITTANCE AMOUNT" shall mean NET PROCEEDS multiplied by one minus the Discount ((1 – 0.20) or 0.80);

"SELLER" shall mean any individual or entity listed on Schedule A, who originally owned the Claims.

"SETTLEMENT SHARES" shall have the meaning specified in Section 3a.

"TRADING DAY" shall mean any day during which the Principal Market shall be open for business.

"TRANSFER AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon the Company's appointment of any such substitute or replacement transfer agent).

2. Fairness Hearing. Upon the execution hereof, Company and ASC agree, pursuant to Section 3(a) (10) of the Securities Act of 1933 (the "Act") , to promptly submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto as Exhibit A (the "Order").

3. Settlement Shares. a. Following entry of an Order by the Court in accordance with Paragraph 2 herein and the delivery by ASC and Company of the Stipulation of Dismissal (as defined below), in settlement of the Claims, the Company shall issue and deliver to ASC shares of its Common Stock (the "Settlement Shares") in one or more tranches as necessary,and subject to adjustment and ownership limitations as set forth below, sufficient to generate proceeds such that the aggregate Remittance Amount equals the Claim Amount. In addition, upon the execution of this Agreement, the Company shall issue to ASC a convertible promissory note in the amount of $15,000.00, maturing six (6) months from the date of issuance, to cover legal expenses (the "Legal Fee"). The Note shall have no registration rights, and shall be convertible into the common stock of the Company at 75% of the lowest closing bid price during the twenty (20) Trading Days prior to conversion.

b. No later than the fifth Trading Day following the date that the Court enters the Order, time being of the essence, Company shall: (i) cause its legal counsel to issue an opinion to Company's transfer agent, in form and substance reasonably acceptable to ASC and such transfer agent, that the shares of Common Stock to be issued as the Initial Issuance and any additional issuance are legally issued, fully paid and non-assessable, are exempt from registration under the Securities Act, may be issued without restrictive legend, and may be resold by ASC without restriction pursuant to the Court Order; and (ii) issue the Settlement Shares, in tranches as necessary, by physical delivery, or as Direct Registration Systems (DRS) shares to ASC's account with The Depository Trust Company (DTC) or through the Fast Automated Securities Transfer (FAST) Program of DTC's Deposit/Withdrawal Agent Commission (DWAC) system, without any legends or restriction on transfer pursuant to the Court Order. The date upon which the first tranche of the Settlement Shares has been received into ASC's account and are available for sale by ASC shall be referred to as the "Issuance Date".

c. The Company shall deliver to ASC, through the initial tranche and any required additional tranches, that number of Settlement Shares the proceeds of sales of which generate an aggregate Remittance Amount equal to the Claim Amount. Following the sale and settlement of each tranche of Settlement Shares issued by the Company to ASC, ASC shall cause to be disbursed the Remittance Amount associated with such tranche to Sellers in accordance with the Claim Purchase Agreements. To the extent that the Company issues Settlement Shares in excess of that necessary to satisfy the aggregate Claim Amount, ASC shall return any excess Settlement Shares to Company for retirement to treasury stock. The parties reasonably estimate that the fair market value of the Settlement Shares and all other amounts received or to be received by ASC is equal to approximately $330,000.00. The parties acknowledge that the number of Settlement Shares to be issued pursuant to this Agreement is indeterminable as of the date of its execution, and could well exceed the current existing number of shares outstanding as of the date of its execution.

d. Notwithstanding anything to the contrary contained herein, the Settlement Shares beneficially owned by ASC at any given time shall not exceed the number of such shares that, when aggregated with all other shares of Company then beneficially owned by ASC, or deemed beneficially owned by ASC, would result in ASC owning more than 9.99% of all of such Common Stock as would be outstanding on such date, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder. In compliance therewith, the Company agrees to deliver the Initial Issuance and any additional issuances in one or more tranches.

4. Necessary Action. At all times after the execution of this Agreement and entry of the Order by the Court, each party hereto agrees to take or cause to be taken all such necessary action including, without limitation, the execution and delivery of such further instruments and documents, as may be reasonably requested by any party for such purposes or otherwise necessary to effect and complete the transactions contemplated hereby.

5. Releases. Upon receipt of all of the Settlement Shares required to be delivered hereby, in consideration of the terms and conditions of this Agreement, and except for the obligations, representations and covenants arising or made hereunder or a breach hereof, the parties hereby release, acquit and forever discharge the other and each, every and all of their current and past officers, directors, shareholders, affiliated corporations, subsidiaries, agents, employees, representatives, attorneys, predecessors, successors and assigns (the "Released Parties"), of and from any and all claims, damages, cause of action, suits and costs, of whatever nature, character or description, whether known or unknown, anticipated or unanticipated, which the parties may now have or may hereafter have or claim to have against each other with respect to the Claims. Nothing contained herein shall be deemed to negate or affect ASC's right and title to any securities heretofore or hereafter issued to it by Company or any subsidiary of Company.

6. Representations. Company hereby represents, warrants and covenants to ASC as follows:

a. There are 200,000,000 shares of Common Stock of the Company authorized, of which 164,616,730 Shares of Common Stock are issued and outstanding as of September 10, 2013;

b. The shares of Common Stock to be issued pursuant to the Order are duly authorized, and when issued will be duly and validly issued, fully paid and non-assessable, free and clear of all liens, encumbrances and preemptive and similar rights to subscribe for or purchase securities;

c. Upon Court approval of this Stipulation and entry of the Order, the shares will be exempt from registration under the Securities Act and issuable without any restrictive legend;

d. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock at least equal to the number of shares that could be issued pursuant to the terms of the Order;

e. If at any time it appears reasonably likely that there may be insufficient authorized shares to fully comply with the Order, Company shall promptly increase its authorized shares to ensure its ability to timely comply with the Order;

f. The execution of this Agreement and performance of the Order by Company and ASC will not (1) conflict with, violate or cause a breach or default under any agreements between Company and any creditor (or any affiliate thereof) related to the account receivables comprising the Claims, or (2) require any waiver, consent, or other action of the Company or any creditor, or their respective affiliates, that has not already been obtained;

g. Without limitation, the Company hereby waives any provision in any agreement related to the account receivables comprising the Claims requiring payments to be applied in a certain order, manner, or fashion, or providing for exclusive jurisdiction in any court other than this Court;

h. The Company has all necessary power and authority to execute, deliver and perform all of its obligations under this Agreement;

i. The execution, delivery and performance of this Agreement by Company has been duly authorized by all requisite action on the part of Company (including a majority of its independent directors), and this Agreement has been duly executed and delivered by Company;

j. Company did not enter into the transaction giving rise to the Claims in contemplation of any sale or distribution of Company's common stock or other securities;

k. There has been no modification, compromise, forbearance, or waiver entered into or given by the Company with respect to the Claims. There is no action based on the Claims by the Company that is currently pending in any court or other legal venue, and no judgments based upon the Claims have been previously entered in any legal proceeding;

l. There are no taxes due, payable or withholdable as an incident of Seller's provision of goods and services, and no taxes will be due, payable or withholdable as a result of settlement of the Claims;

m. Except as set forth on Exhibit 6 (m), no Seller within the past ninety (90) days has been directly or indirectly through one or more intermediaries in control, controlled by, or under common control with, the Company and is not an affiliate of the Company as defined in Rule 144 promulgated under the Act;

n. To the best of the Company's knowledge, no Seller is, directly or indirectly, utilizing any of the proceeds received from ASC for selling the Claims to provide any consideration to or invest in any manner in the Company or any affiliate of the Company;

o. Company has not received any notice (oral or written) from the SEC or Principal Market regarding a halt, limitation or suspension of trading in the Common Stock; and

P. No Seller will, directly or indirectly, receive any consideration from or be compensated in any manner by, the Company, or any affiliate of the Company, in exchange for or in consideration of selling the Claims.

q. Company acknowledges that ASC or its affiliates may from time to time, hold outstanding securities of the Company, including securities which may be convertible in shares of the Company's common stock at a floating conversion rate tied to the current market price for the stock. The number of shares of Common Stock issuable pursuant to this Agreement may increase substantially in certain circumstances, including, but not necessarily limited to the circumstance wherein the trading price of the Common Stock declines during the Valuation Period. The Company's executive officers and directors have studied and fully understand the nature of the transaction contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded in its good faith business judgment that such transaction is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Settlement Shares is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company.

ASC hereby represents, warrants and covenants to Company as follows:

a. It is the owner of the Claims;

b. It is a limited liability company duly filed and in good standing under the laws of Connecticut, and

c. The execution, delivery and performance of this Stipulation by ASC has been duly authorized by all requisite action on the part of ASC, and this Stipulation has been duly executed and delivered by ASC.

7. Continuing Jurisdiction. Simultaneously with the execution of this Agreement,the attorneys representing the parties hereto will execute a stipulation of dismissal substantially in the form annexed hereto as Exhibit B (the "Stipulation of Dismissal").Notwithstanding the Stipulation, in order to enable the Court to grant specific enforcement or other equitable relief in connection with this Agreement, (a) the parties consent to the continuing jurisdiction of the Court for purposes of enforcing this Agreement, and (b) each party to this Agreement expressly waives any contention that there is an adequate remedy at law or any like doctrine that might otherwise preclude injunctive relief to enforce this Agreement.

8. Conditions Precedent/ Default.

a. If Company shall default in promptly delivering the Settlement Shares to ASC in the form and mode of delivery as required by Section 3 herein;

b. If the Order shall not have been entered by the Court on or prior to November 30„ 2013;

c. If the Company shall fail to comply with the Covenants set forth in Paragraph 14 hereof;

d. If Bankruptcy, dissolution, receivership, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company; or if the trading of the Common Stock shall have been halted, limited, or suspended by the SEC or on the Principal Market; or trading in securities generally on the Principal Market shall have been suspended or limited; or, minimum prices shall been established for securities traded on the Principal Market or eligible for delivery via DTC or DWAC; or the Common Stock is no longer eligible for book transfer delivery via DTC or DWAC; or there shall have been any material adverse change (i) in the Company's finances or operations, or (ii) in the financial markets such that, in the reasonable judgment of the ASC, makes it impracticable or inadvisable to trade the Settlement Shares; and such suspension, limitation or other action is not cured within ten (10) trading days;then the Company shall be deemed in default of the Agreement and Order and this Agreement shall be null and void, unless otherwise agreed by written agreement of the parties.

9. Information. Company and ASC each represent that prior to the execution of this Agreement, they have fully informed themselves of its terms, contents, conditions and effects, and that no promise or representation of any kind has been made to them except as expressly stated in this Agreement.

10. Ownership and Authority. Company and ASC represent and warrant that they have not sold, assigned, transferred, conveyed or otherwise disposed of any or all of any claim, demand, right, or cause of action, relating to any matter which is covered by this Agreement, that each is the sole owner of such claim, demand, right or cause of action, and each has the power and authority and has been duly authorized to enter into and perform this Agreement and that this Agreement is the binding obligation of each, enforceable in accordance with its terms.

11. No Admission. This Agreement is contractual and it has been entered into in order to compromise disputed claims and to avoid the uncertainty and expense of the litigation. This Agreement and each of its provisions in any orders of the Court relating to it shall not be offered or received in evidence in any action, proceeding or otherwise used as an admission or concession as to the merits of the Action or the liability of any nature on the part of any of the parties hereto except to enforce its terms.

12. Binding Nature. This Agreement shall be binding on all parties executing this Agreement and their respective successors, assigns and heirs.

13. Authority to Bind. Each party to this Agreement represents and warrants that. the execution, delivery and performance of this Agreement and the consummation of the transactions provided in this Agreement have been duly authorized by all necessary action of the respective entity and that the person executing this Agreement on its behalf has the full capacity to bind that entity. Each party further represents and warrants that it has been represented by independent counsel of its choice in connection with the negotiation and execution of this Agreement, and that counsel has reviewed this Agreement.

14. Covenants.

a. For so long as ASC or any of its affiliates holds any shares of Common Stock, neither Company nor any of its affiliates shall, without the prior written consent of ASC (which may not be unreasonably withheld), vote any shares of Common Stock owned or controlled by it (unless voting in favor of a proposal approved by a majority of Company's Board of Directors), or solicit any proxies or seek to advise or influence any person with respect to any voting securities of Company; in favor of (1) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Company or any of its subsidiaries, (2) a sale or transfer of a material amount of assets of Company or any of its subsidiaries, (3) any change in the present board of directors or management of Company, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board, (4) any material change in the present capitalization or dividend policy of Company, (5) any other material change in Company's business or corporate structure, (6) a change in Company's charter, bylaws or instruments corresponding thereto (7) causing a class of securities of Defendant to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (8) causing a class of equity securities of Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, (9) terminating its Transfer Agent (10) taking any action which would impede the purposes and objects of this Settlement Agreement or (11) taking any action, intention, plan or arrangement similar to any of those enumerated above. The provisions of this paragraph may not be modified or waived without further order of the Court.

b. Immediately upon the signing of the Settlement Order by the Court, the Company shall cause to be filed a Form 8-K with the Securities and Exchange Commission disclosing the settlement. The Company shall file such additional SEC filings as may be required in respect of the transactions.

15. Indemnification. Company shall indemnify, defend and hold ASC and its affiliates harmless with respect to all obligations of Company arising from or incident or related to this Agreement, including, without limitation, any claim or action brought derivatively or directly by the Seller or shareholders of Company.

16. Legal Effect. The parties to this Agreement represent that each of them has been advised as to the terms and legal effect of this Agreement and the Order provided for herein, and that the settlement and compromise stated herein is final and conclusive forthwith, subject to the conditions stated herein, and each attorney represents that his or her client has freely consented to and authorized this Agreement after have been so advised.

17. Waiver of Defense. Each party hereto waives a statement of decision, and the right to appeal from the Order after its entry. Company further waives any defense based on the rule against splitting causes of action. The prevailing party in any motion to enforce the Order shall be awarded its reasonably attorney fees and expenses in connection with such motion. Except as expressly set forth herein, each party shall bear its own attorneys' fees, expenses and costs.

18. Signatures. This Agreement may be signed in counterparts and the Agreement, together with its counterpart signature pages, shall be deemed valid and binding on each party when duly executed by all parties. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

19. Choice of Law, Etc. Notwithstanding the place where this Agreement may be executed by either of the parties, or any other factor, all terms and provisions hereof shall be governed by and construed in accordance with the laws of the State of New Jersey, applicable to agreements made and to be fully performed in that State and without regard to the principles of conflicts of laws thereof. Any action brought to enforce, or otherwise arising out of this Agreement shall be brought only in State Court sitting in Essex County, New Jersey.

20. Exclusivity For a period of thirty (30) days from the date of the execution of this Agreement, (a) Company and its representatives shall not directly or indirectly discuss, negotiate or consider any proposal, plan or offer from any other party relating to any liabilities, or any financial transaction having an effect or result similar to the transactions contemplated hereby, and (b) ASC shall have the exclusive right to negotiate and execute definitive documentation embodying the terms set forth herein and other mutually acceptable terms.

21. Inconsistency. In the event of any inconsistency between the terms of this Agreement and any other document executed in connection herewith, the terms of this Agreement shall control to the extent necessary to resolve such inconsistency.

22. NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of

(a) the date delivered, if delivered by personal delivery as against written receipt therefor or by confirmed facsimile transmission,

(b) the seventh business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

(c) the second business day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) days' advance written notice similarly given to each of the other parties hereto):

Company:

	Bioneutral Group, Inc.
	Attn: Chief Executive Officer
	Telephone No.: (856) 332-7808
	E-mail : tom.cbionetral.com

Mobile: 856.332.7808

	with a copy to:	Norman I. Klein, Esq.
		Carlet, Garrison, Klein and Zaretsky
		1135 Clifton Ave.
		Clifton, NJ 07013
		Telephone No.: (973) 777-6200 ext. 130
		Telecopier No.: (973) 777-0412
		E-mail: nklein@cgkesqs.com

		ASC Recap LLC

		90 Grove Street
		Ridgefield CT 06877
		Telephone No.: 203-431-8300
		E-mail

		and

		Krieger & Prager LLP
		39 Broadway
		Suite 920
		New York, NY 10006
		Attn: Samuel M. Krieger, Esq.
		Telephone No.: (212) 363-2900
		Telecopier No.: (212) 363-2999
		E-mail : sk@kplawfirm.com

Signature. This Agreement may be executed in counterparts and by facsimile, portable document format or other electronic means, each of which shall constitute an original and all of which when taken together shall constitute one document.

IN WITNESS WHEREOF, the parties have duly executed this Settlement Agreement and Stipulation as of the date first indicated above.

	ASC RECAP LLC

	By:	/s/ STEPHEN HICKS
		Name: STEPHEN HICKS
		Tittle : MANAGER

	BIONEUTRAL GROUP, INC.

	By:	/s/ MARK LOWENTHAL
		Name: MARK LOWENTHAL
		Tittle : Chief Executive Officer

SCHEDULE A

CLAIMS

Seller	Nature of Claim	Amount
DH Technical Consulting, LLC	Contract Consulting Fees	$	17,850.00
Thomas Thornton	Invoices Deferred Salary		4,800.03
Gersten Savage LLP	Invoices Attorneys' Fees		7,200.00
DL Piper (US) LLP	Invoices Consulting Fees		112,500.00
DH Technical Consulting, LLC	Invoices Consulting Fees		20,000.00
CT Partners			103,948.14
	Total	$	266,298.17

Exhibit 6 (m)

Affiliates

Exhibit 10.79

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No. ______________

US $15,000.00

BIONEUTRAL GROUP, INC.

PROMISSORY NOTE DUE MAY 31, 2014

THIS Note is a duly authorized issuance of up to $15,000.00 of BIONEUTRAL GROUP, INC., a Nevada corporation (the "Company") designated as its Note.

FOR VALUE RECEIVED, the Company promises to pay to ASC RECAP LLC, the registered holder hereof (the "Holder"), the principal sum of fifteen thousand and 00/100 Dollars (US $15,000.00) on May 31, 2014 (the "Maturity Date"). The principal of this Note is payable in United States dollars, at the address last appearing on the Note Register of the Company as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder of this Note. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.

This Note is subject to the following additional provisions:

1. The Note is exchangeable for an equal aggregate principal amount of Note of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange.

2. The Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by seventy five percent (75%) (the "Conversion Price"). "Current Market Price" means the lowest closing bid price for the Common Stock as reported by Bloomberg, LP or, if not so reported, as reported on the over-the-counter market, for the twenty (20) trading days ending on the trading day immediately before the relevant Conversion Date (as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.

Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof. No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number ( )________________ ATTN: Chief Financial Officer. Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. ("Delivery Date")

The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of the Company or the Transfer Agent, in accordance with the following schedule (where "No. Business Days Late" refers to the number of business days which is beyond three (3)) business days after the Delivery Date):¹

No. Business Days Late		Late Payment For Each $10,000 of Note Principal or Interest Amount Being Converted

	1	$	100
	2	$	200
	3	$	300
	4	$	400
	5	$	500
	6	$	600
	7	$	700
	8	$	800
	9	$	900
	10	$	1,000
	>10	$	1,000 + $200 for each Business
			Day Late beyond 10 days

The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder's remedy for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

If, by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery Date, the Holder of the Note being converted (a "Converting Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Converting Holder (the "Sold Shares"), which delivery such Converting Holder anticipated to make using the Shares to be issued upon such conversion (a "Buy-In"), the Converting Holder shall have the right, to require the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.

In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of such holder's conversion privilege. The Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.

3. This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

5. The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

6. This Note shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

7. The following shall constitute an "Event of Default":

The Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days; or

	b.	Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

	c.	The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or

	d.	The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or

	e.	The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

	f.	A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

	g.	Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

	h.	Any money judgment, writ or warrant of attachment, or similar process in excess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

	i.	Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or

	j.	The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law.

8. The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

9. Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: November 12, 2013

	BIONEUTRAL GROUP, INC.

	By:

	MARK LOWENTHAL
	(Print Name)
	CEO & PRESIDENT
	Title:

ATTESTOR

By:

Exhibit 10.80

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $25,000

Date: July 11, 2014

CONVERTIBLE PROMISSORY NOTE

This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock) shall be made in lawful money of the United States of America.

All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in the supporting documents of same date (attached hereto).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.1 Conversion Right. The Holder shall have the right and at any time during the period beginning on the date of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with the Sections below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”).

The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Borrower’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Borrower’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder.

1.2 Conversion Price.

(a) Calculation of Conversion Price. Holder, at its discretion, shall have the right to convert this Note in its entirety or in part(s) into common stock of the Company valued at a Fifty Percent (50%) discount off the lowest intra-day trading price for the Company’s common stock during the Ten (10) trading days immediately preceding a conversion date, as reported by Quotestream.

(b) Conversion Price During Major Announcements. Notwithstanding anything contained in the preceding section to the contrary, in the event the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer to purchase 50% or more of the Borrower’s Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the “Announcement Date”), then the Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this Section. For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for which a public announcement as contemplated by this Section has been made, the date upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to become operative.

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved five times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations.

The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes.

The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default as defined in this Note.

1.4 Method of Conversion.

(a) Mechanics of Conversion. This Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time).

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(g) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section are justified. Any delay or failure of performance by the Borrower hereunder shall be excused if and to the extent caused by Force Majeure. For purposes of this agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable and/or caused by the Borrower, including acts of God, fires, floods, explosions, riots wars, hurricanes, etc.

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor. Except as otherwise provided herein (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to this note.

1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

(d) Adjustment Due to Dilutive Issuance. If, at any time when any Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance.

The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

(e) Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(f) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder of a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

1.7 Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under Section 3.3 of the Note.

1.8 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.

1.9 Prepayment. Maker may prepay this Note, in whole or in part, at any time and from time to time, with premium, where both parties have approved said premium and prepayment in writing.

ARTICLE II. CERTAIN COVENANTS

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

2.3 Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business or (c) borrowings, the proceeds of which shall be used to repay this Note.

2.4 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

2.5 Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of $100,000.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal or Interest. principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty eight (48) hours of a demand from the Holder.

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder.

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.6 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

3.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.8 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.9 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.10 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.11 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.12 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

3.13 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the original financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or supporting documents.

3.14 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without at least twenty (20) days prior written notice to the Holder.

3.15 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.16 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Borrower, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3. 15 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE IV. MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

	If to the Borrower, to:




		Attn:
		Facsimile:

	If to the Holder:

		WHC Capital, LLC. 200
		Stonehinge Lane, Suite 3
		Carle Place, NY. 11514
		Facsimile: 212.574.3326

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Securities Purchase Agreement.

4.9 Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.

4.10 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer:

	BioNeutral Group, Inc.

	By:

	Print:

	Title/Date:

Exhibit 10.81

SECURITIES TRANSFER AGREEMENT

This SECURITIES TRANSFER AGREEMENT (the “Agreement”), is entered into this 21^st day of June, 2014, by and among JAMES CASSERLY (hereinafter referred to as "Seller"), Darling Capital, LLC (hereinafter referred to as the "Buyer") and BioNeutral Group, Inc. a Nevada corporation (“BONU" or the "Company").

RECITALS

WHEREAS, BONU is a publicly traded corporation trading on the OTCPink:QB under the stock symbol BONU; and

WHEREAS, Seller is the legal and beneficial holder of a 18% Promissory Note in the principal amount of $25,000 issued by BONU dated July 13, 2013, a true and correct copy of which is attached hereto at Exhibit 1 (hereinafter the "Debt"); and

WHEREAS, Seller desires to sell and transfer to Buyer and Buyer desires to purchase in a private transaction in accordance with the terms and conditions provided for herein, a portion of the Debt representing $25,000 of the principal balance plus accrued interest owed on the Closing Date (the “Purchased Debt”); and

WHEREAS, the Seller is concurrently entering into a Debt Purchase Agreement dated concurrently with this Agreement transferring the Purchased Debt to Buyer in exchange for payment to Seller of $25,000; and

WHEREAS, the parties hereto understand that Buyer is relying on this Agreement as material incentive to Buyer’s decision to enter into that Debt Purchase Agreement and, but for this Agreement, would not do so

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

A.	THE COMPANY’S COVENANTS.

1. Conversion Privilege. The Buyer shall have the right, at its option, to convert the Purchased Debt plus accrued interest or any portion thereof into shares of Common Stock at any time following the date hereof. The number of shares of Common Stock issuable upon the conversion of the Purchased Debt is determined pursuant to the provisions below and shall be rounded to the nearest whole share.

2. Full or Partial Conversion Rights. Notwithstanding the convertibility of the original Promissory Note, all or any portion of the principal and interest amount owed by the Company to Buyer reflecting the Purchased Debt may be converted into Common Stock. The provisions of this Agreement that apply to the conversion of all of the Purchased Debt shall also apply to the conversion of a portion of it. The Purchased Debt may not be converted, whether in whole or in part, except in accordance with this Agreement or, at the option of the Buyer, under the terms of the original Promissory Note.

3. Conversion Procedure. Upon the Company’s receipt of a facsimile or email (or by any other means, including mail, messenger, overnight courier, etc.) of Buyer’s duly completed and signed Notice of Conversion (a copy of which is attached hereto as Exhibit 2), the Company shall, or shall instruct its transfer agent to, issue one or more Certificates representing that number of shares of Common Stock into which the Purchased Debt are in accordance with the provisions regarding conversion. The Company’s transfer agent or attorney shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Agreement. For purposes of such Notice, Buyer’s delivery shall be deemed delivered if sent to: BY MAIL to: BioNeutral Group, Inc.; Att: Tom Cunningham; 211 Warren Street, Newark NJ, 07103: BY EMAIL: tom.c@bioneutral.com

4. Conversion Date. Such conversion shall be effectuated by surrendering to the Company, or its attorney, the Purchased Debt to be converted together with a facsimile or email or original of the signed Notice of Conversion. If only a portion of the Purchased Debt is to be converted, the Company shall promptly reissue a Promissory Note pursuant to identical terms of the Purchased Debt in the amount of the unconverted portion of the principal and interest then owing on the Purchased Debt. The date on which the Notice of Conversion is effective (“Conversion Date”) shall be deemed to be the date on which the Buyer has delivered to the Company a facsimile or email original of the signed Notice of Conversion. Within 5 business days after the Conversion Date or within 3 business days after receipt of the Purchased Debt to be converted, whichever is later (the “Delivery Date”), the Company shall deliver to the Buyer, or per the Buyer’s instructions, to any third party, the shares of Common Stock to be issued pursuant to such Notice of Conversion.

5. Common Stock to be Issued. Upon the conversion of Purchased Debt or any part thereof and upon receipt by the Company or its attorney of a facsimile, email or other copy or original of Buyer’s signed Notice of Conversion, Company shall instruct Company’s transfer agent to issue common stock shares in the name of Buyer (or its nominee) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. Company warrants that no instructions, other than these instructions, have been given or will be given to the transfer agent and that the Common Stock shall otherwise be freely transferable on the books and records of Company.

6. Conversion Rate. Subject to the time limitations set forth above, Buyer is entitled to convert the principal and interest owed on the Note into Common Stock of the Company at a conversion price that is the lesser of (a) the conversion price designated in the Promissory Note dated July 13, 2013 or (b) 40% (the multiplier) of the lowest closing bid price as reported by Bloomberg for the Company’s Common Stock for the thirty (30) trading days immediately preceding the Conversion Date of such shares then quoted on any national securities exchange or other quotation service (such as OTC, Pink Sheets, etc.) (the “Conversion Price”); provided that if the Closing Bid Price for the common stock on the Clearing date (defined below) is lower than the Closing Bid Price, then the purchase price shall be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price. For purposes of this Agreement, the Clearing Date shall be the latest date on which (i) the conversion shares are transferred to and deposited into the Buyer's brokerage account by the Company’s representatives or transfer agent and (ii) Buyer's broker has confirmed with Buyer that the Buyer may execute trades of the conversion shares. If such events occur after 5:30 PM Eastern Standard Time, the events shall be deemed to have occurred on the next trading day. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded up or down, as the case may be, to the nearest whole share.

7. Chilled or Frozen Stock. A “chill” is a limitation of certain services available for a security on deposit at the Deposit Trust Corporation (DTC). A “freeze,” formally referred to as a “global lock,” is a complete restriction on all DTC services for a particular security on deposit at DTC. If the Company's common stock becomes chilled or frozen by the DTC at the time that any portion of the principal and interest of the Note is converted by the Buyer, then the Discount shall be adjusted to thirty percent (30%) for so long as the common stock is chilled or frozen.

8. Company’s Responsibility to Issue Stock. It shall be the Company’s responsibility to take all necessary actions and bear any and all miscellaneous expenses that may arise as a result of conversion and delivery of shares of common stock in respect of the Note, including but are not limited to the cost of the issuance of a Rule 144 legal opinion, transfer agent fees, equity issuance and deposit fees, etc. At Purchaser’s option, any accrued costs paid by Purchaser may be subtracted from the dollar amount of any conversion of the Note. The person in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the Conversion Date.

In the event the Common Stock is not delivered (with legends if required by applicable law and without legends if not required by applicable law) per the written instructions of the Buyer, within eight (8) business days after the Delivery Date, then in such event the Company shall pay to Buyer one-half percent (0.10%), in cash, of the dollar value of the Purchased Debt being converted per each business day following the Delivery Date, up to and including the eighteenth (18^th) business day following the Delivery Date. Delays solely caused by the Buyer’s broker shall not be taken into account in this matter. In the event the Common Stock is not delivered per the written instructions of the Buyer, within eighteen (18) business days after the Delivery Date, then, except to the extent the delivery is delayed by operation of law, in such event the Company shall pay to Buyer one percent (1%), in cash, of the dollar value of the Purchased Debt being converted per each business day following such eighteenth (18^th) business day after the Delivery Date. Buyer shall then be entitled to send written notice to the Company of the default and the Buyer, and at its sole option may demand full repayment of the Purchased Debt not yet converted, including accrued interest and liquidated damages through the date that written notice is given to the Company (the “Acceleration Amount”). If the Company does not wire the Acceleration Amount to the Buyer within five (5) business days of the delivery by Buyer by fax or email of the default notice, the Acceleration Amount shall accrue interest at twenty-four percent (24%) per annum. To the extent this provision is inconsistent with the original Debt instrument and any Notes referenced therein, this provision governs. Such notice shall not affect the Buyer’s rights to the Common Stock due under the Notice of Conversion and all rights and remedies related to such conversion set forth herein, and shall be in addition to such rights and remedies. The Company acknowledges that the failure to honor a Notice of Conversion shall cause definable financial hardship to the Buyer as well as substantial monetary damages, which cannot be determined at this time, and that this damages provision represents the parties’ reasonable estimate of liquidated damages.

If, by the eighth (8^th) business day after the Delivery Date, due to the Company’s direct or indirect actions or its failure to act, the transfer agent fails for any reason to deliver the Common Stock (with legends if required by applicable law and without legends if not required by applicable law) upon conversion by the Buyer and after such Delivery Date, the Buyer purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") solely in order to make delivery in satisfaction of a sale of Common Stock by the Buyer (the "Sold Shares"), which delivery such Buyer anticipated to make using the Common Stock issuable upon conversion (a "Buy-In"), the Company shall pay to the Buyer, in addition to any other amounts due to Buyer pursuant to the Purchased Debt, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy In Adjustment Amount" is the amount equal to the excess, if any, of (x) the Buyer's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Buyer from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Buyer in immediately available funds within eight (8) business days of written demand by the Buyer.

9. Buyer’s Right To Liquidated Damages. The Company acknowledges that its failure to deliver the Common Stock within eight (8) business days after the Delivery Date will cause the Buyer to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Agreement or to repay, with interest, including default interest, as applicable, the unconverted portion of the Purchased Debt.

10. Liquidated Damages When There Are Not Sufficient Available Shares. To the extent that the failure of the Company to issue the Common Stock due upon conversion is due to the unavailability of authorized but unissued shares of Common Stock, the provisions of this Section shall apply.

a. The Company shall at all times reserve and have available all Common Stock necessary to meet conversion of the Purchased Debt by Buyer of the entire amount of Purchased Debt then outstanding. If, at any time Buyer submits a Notice of Conversion and the Company does not have sufficient authorized but unissued shares of Common Stock available to effect, in full, a conversion of the Purchased Debt (a “Conversion Default”, the date of such default being referred to herein as the “Conversion Default Date”), the Company shall issue to the Buyer all of the shares of Common Stock which are available, and the Notice of Conversion as to any Purchased Debt requested to be converted but not converted (the “Unconverted Purchased Debt”), upon Buyer’s sole option, may be deemed null and void. The Company shall provide notice of such Conversion Default (“Notice of Conversion Default”) to Buyer of outstanding Purchased Debt, by facsimile, within five (5) business days of such default (with the original delivered by overnight or two day courier), and the Buyer shall give notice to the Company by facsimile within five business days of receipt of the original Notice of Conversion Default (with the original delivered by overnight or two day courier) of its election to either nullify or confirm the Notice of Conversion.

b. The Company agrees to pay to Buyer of outstanding Purchased Debt for a Conversion Default (“Conversion Default Payments”) in the amount of (N/365) x (.24) x the balance of the outstanding and/or tendered but not converted Purchased Debt held by each Buyer where N = the number of days from the Conversion Default Date to the date (the “Authorization Date”) that the Company authorizes a sufficient number of shares of Common Stock to effect conversion of all remaining Purchased Debt. The Company shall send notice (“Authorization Notice”) to Buyer of outstanding Purchased Debt that additional shares of Common Stock have been authorized, the Authorization Date and the amount of Buyer’s accrued Conversion Default Payments. The accrued Conversion Default Payments shall be paid in cash or shall be into Common Stock at the Conversion Rate, at the Buyer’s option, payable as follows: (i) in the event Buyer elects within ten (10) days of the Authorization Notice in writing to take such payment in cash, cash payments shall be made to such Buyer by the fifth day of the following calendar month, or (ii) if the Buyer does not so elect to receive such Conversion Default Payment in cash, such payment shall be made in Common Stock at the then current Conversion Price within 30 days following the date of the Authorization Notice. The Company acknowledges that its failure to maintain a sufficient number of authorized but unissued shares of Common Stock to effect in full a conversion of the Purchased Debt will cause the Buyer to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Agreement a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Agreement.

c. Maximum Interest Rate. Nothing contained in this Agreement shall be deemed to establish or require the payment of interest to the Buyer at a rate in excess of the maximum rate permitted by governing law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Buyer to the Company.

11. Payment of Taxes. The Company shall pay all documentary stamp taxes, if any, attributable to the initial issuance of the Common Stock; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable, (1) with respect to any secondary transfer of the Purchased Debt or the Common Stock issuable upon exercise hereof or (2) as a result of the issuance of the Common Stock to any person other than the Buyer, and the Company shall not be required to issue or deliver any certificate for any Common Stock unless and until the person requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have produced evidence that such tax has been paid to the appropriate taxing authority.

12. Restrictions on Transfers. The Purchased Debt has not been registered under the Securities Act of 1933, as amended, (the “Act”) and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. The Purchased Debt and the Common Stock issuable upon the conversion thereof may only be offered or sold pursuant to registration under or an exemption from the Act.

13. Mergers, Etc. If the Company merges or consolidates with another corporation or sells or transfers all or substantially all of its assets to another person and the Buyer is entitled to receive stock, securities or property in respect of or in exchange for Common Stock, then as a condition of such merger, consolidation, sale or transfer, the Company and any such successor, purchaser or transferee shall amend the Purchased Debt to provide that it may thereafter be converted on the terms and subject to the conditions set forth above into the kind and amount of stock, securities or property receivable upon such merger, consolidation, sale or transfer by Buyer of the number of shares of Common Stock into which the Purchased Debt might have been converted immediately before such merger, consolidation, sale or transfer, subject to adjustments which shall be as nearly equivalent as may be practicable to adjustments provided for in this Agreement.

The Company shall not consolidate or merge into, or transfer all or substantially all of its assets to, any person, unless such person assumes in writing the obligations of the Company under the Purchased Debt and immediately after such transaction no Event of Default exists. Any reference herein to the Company shall refer to such surviving or transferee corporation and the obligations of the Company shall terminate upon such written assumption.

B.	BUYER’S REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to Seller and to the Company that:

1. Reliance on Exemptions. Buyer understands that the Transferred Rights are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that Seller and the Company are relying upon the truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the relevant Transferred Rights.

2. Non-affiliate Status. Buyer is not, and has not for in excess of ninety (90) days been, and subsequent to the Transfer Closing Date will not be, an “Affiliate” of the Company, as that term is defined by Rule 144 under the 1933 Act. Buyer is not acting in concert with any other person in a manner that would require their sales of securities to be aggregated for purposes of Rule 144 or would cause Buyer to be considered an “Underwriter” as that term is defined by Section 2 of the 1933 Act.

3. Company Information. Buyer and its advisors, if any, have had access to all financial statements and disclosures made public through the SEC’s EDGAR system. Buyer and its advisors have been afforded the opportunity to ask questions of Seller. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on Seller’s representations and warranties contained in Section 3 below. Buyer understands that its investment in Transferred Rights, including but not limited to the relevant Transferred Note (and/or in the Common Stock issuable thereunder), involves a significant degree of risk.

4. Governmental Review. Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Transferred Rights or of the Common Stock issuable thereunder.

5. Transfer or Resale. Buyer understands that (i) the sale or resale of the Note and the Common Stock issuable thereunder has not been registered under the 1933 Act or any applicable state securities laws, and the Note and the Common Stock issuable thereunder may not be transferred unless (a) such security is sold pursuant to an effective registration statement under the 1933 Act, (b) the security is sold or transferred pursuant to an exemption from such registration, (c) the security is sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act or a successor rule; “Rule 144”) of Buyer who agrees to sell or otherwise transfer the security only in accordance with this Section and who is an Accredited Investor, or (d) (i) the Common Stock is sold pursuant to Rule 144, if such Rule is available; (ii) any sale of such Common Stock made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such Common Stock under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) and may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder.

6. Authorization; Enforcement. This Agreement has been duly and validly authorized by Buyer. This Agreement has been duly executed and delivered on behalf of Buyer, and this Agreement constitutes a valid and binding agreement of Buyer enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

7. No Brokers. Buyer has taken no action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.

C.	SELLER’S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to Buyer that:

1. Authorization; Enforcement. (i) Seller has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and to sell the relevant Purchased Note in accordance with the terms hereof, (ii) the execution and delivery of this Agreement by Seller and the consummation by it of the transactions contemplated hereby (including without limitation, the sale of the relevant Transferred Rights to Buyer) have been duly authorized by Seller and no further consent or authorization of Seller or its members is required, (iii) this Agreement has been duly executed and delivered by Seller, and (iv) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

2. Title. Seller has good and marketable title to the relevant Purchased Note and Transferred Rights, free and clear of all liens, pledges and encumbrances of any kind.

3. No Conflicts. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby (including, without limitation, the sale of the relevant Transferred Rights to Buyer) will not (i) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, bond, indenture or other instrument to which Seller is a party, or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which Seller is subject) applicable to Seller or by which any property of the Seller are bound or affected. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable federal and state securities laws, neither Seller nor the Company is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof. Except for filings that may be required under applicable federal and state securities laws in connection with the issuance and sale of the Seller’s Note, all consents, authorizations, orders, filings and registrations which Seller is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

4. No Brokers. Seller has taken no action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.

5. Title; Rule 144 Matters. Seller has owned the Original Note since the Issue Date. Seller is not, and for a period of at least ninety (90) days prior to the date hereof has not been, an “Affiliate” of the Company, as that term is defined in Rule 144 of the 1933 Act listed immediately below. Subsequent to the Transfer Closing Date, Seller will take no action which would adversely affect the tacking for the benefit of the Buyer of Seller’s holding period under Rule 144.

An Affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.

The term person when used with reference to a person for whose account securities are to be sold in reliance upon this section includes, in addition to such person, all of the following persons:

(i) Any relative or spouse of such person, or any relative of such spouse, any one of whom has the same home as such person;

(ii) Any trust or estate in which such person or any of the persons specified in paragraph (i) of this section collectively own 10 percent or more of the total beneficial interest or of which any of such persons serve as trustee, executor or in any similar capacity; and

(iii) Any corporation or other organization (other than the issuer) in which such person or any of the persons specified in paragraph C.5.(i) of this section are the beneficial owners collectively of 10 percent or more of any class of equity securities or 10 percent or more of the equity interest.

6. No Other Representations. Seller makes no representations or warranties with respect to the Company, its financial status, earnings, assets, liabilities, corporate status or any other matter. The Seller acknowledges that Buyer is relying on Seller’s representations as a material condition to entering into this Agreement.

D.	REPRESENTATIONS AND WARRANTIES OF COMPANY

Company represents and warrants that at the time of the execution of this Agreement and at the Closing thereof:

1. MARKETABLE TITLE: To the best knowledge and information of the Company, the Seller is conveying to Buyer good and marketable title in and to the Purchased Debt, free and clear of any and all liens, claims, encumbrances.

2. Rule 144. The Company covenants and agrees to take all reasonable steps necessary or appropriate, including providing an opinion of counsel confirming the rights of Buyer to sell shares of Common Stock issued to Buyer on conversion of the Note pursuant to Rule 144 as promulgated by the SEC ("Rule 144"), as such Rule may be in effect from time to time. If the Company does not promptly provide an opinion from Company counsel, and so long as the requested sale may be made pursuant to Rule 144, the Company agrees to accept an opinion of counsel to the Buyer which opinion will be issued at the Company's expense.

3. VALIDITY OF THE PURCHASED DEBT: All of the Purchased Debt being sold by Seller to Buyer under the concurrently executed Debt Purchase Agreement is validly issued, outstanding, unpaid and assignable. The date for purposes of Rule 144 tacks back to the original date of the Debt, July 13, 2013 or such earlier date as the law prescribes. The Purchased Debt is convertible at the rate and in the manner of conversion prescribed by the Promissory Note dated July 13, 2013, except as prescribed by this Agreement. After the Closing Date, all interest accruing and to be paid on account of the $50,000 principal balance of the Purchased Debt and all other rights with respect to the Purchased Debt under the original Promissory Note inure to the benefit of Buyer, rather than Seller. In the event of a conflict, the terms of this Agreement shall govern the terms of conversion by the Seller of the Purchased Debt or any part of such Purchased Debt. If there is no conflict, then the terms of both agreements govern the conversion of the Purchased Debt by Buyer. The Company has obtained an opinion of counsel that the Purchased Debt is convertible into free trading common stock of the Company. The opinion is attached to the Debt Purchase Agreement as Exhibit 4. In order to obtain such opinion, certain representations were made by the Company and the Seller. The Company represents that the Company is in agreement with such representations and has no information contrary to such representations.

4. TRANSFERRABILLITY OF THE DEBT: The Company acknowledges that the Buyer intends to transfer a portion of the Purchased Debt to certain other individuals and the Company represents that such transferees shall have the right to convert any of the Purchased Debt being transferred to them into free trading shares pursuant to the opinion discussed immediately above. The transferees shall have the right to rely on the Seller's representations herein.

5. AUTHORITY. (i) The Company, and the person signing on its behalf below, has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof, (ii) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby (including without limitation, the sale of the relevant Purchased Debt to Buyer) have been duly authorized by the Company and no further consent or authorization of the Company or its members is required, (iii) this Agreement has been duly executed and delivered by the Company, and (iv) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies or by other equitable principles of general application.

6. Capitalization. All of the outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, and except as disclosed in the SEC Documents, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. At its option, Buyer has had the opportunity to review true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

7. NO CONFLICTS. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company and the Seller of the transactions contemplated hereby (including, without limitation, the sale of the relevant Purchased Debt to Buyer) will not (i) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, bond, indenture or other instrument to which Company is a party, or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company is subject) applicable to the Company or by which any property of the Company are bound or affected. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable federal and state securities laws, neither Seller nor the Company is required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof. Except for filings that may be required under applicable federal and state securities laws in connection with the issuance and sale of the Purchased Debt, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

8. NO MATERIAL ADVERSE CHANGE: Since the date of the initiation of negotiations regarding this Transaction, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of the Company (financial or otherwise), and no event has occurred or circumstance exists that may result in such a material adverse change.

9. DISCLOSURE: No representation or warranty of the Company in this Agreement omits to state a known material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact known to Seller that has specific application to either Seller or the Company (other than general economic or industry conditions) and that materially adversely affects the assets, business, prospects, financial condition, or results of operations of the Company that has not been set forth in this Agreement.

10. DEBTS: The Company has no outstanding debts (other than the Debt), judgments, liens, encumbrances, UCC filings, notes, loans, convertible debt instruments, or other financial obligations whatsoever, other than as disclosed in its public filings with the Securities and Exchange Commission and in this Agreement.

11. COMPANY’S REPORTING OBLIGATIONS. The Company will mail to the Buyer hereof at its address as shown on the Register a copy of any annual, quarterly or other report or proxy statement that it gives to its shareholders generally at the time such report or statement is sent to shareholders, unless such report is timely filed with the United States Securities and Exchange Commission.

12. CONDUCT OF BUSINESS: The Company has and shall continue to conduct its business in the normal and ordinary course, consistent with the present conduct of its business and previous practices, shall not make and/or declare any dividend (cash and/or stock), redemption, stock split (reverse or forward), and/or stock and/or cash distributions.

13. NO AMENDMENT OF DEBT OR NOTES WITHOUT CONSENT OF BUYER. Company, hereafter, shall not take any action to amend the Debt instrument or cooperate in the amendment of any of the Notes referenced in the Promissory Note dated July 13, 2013, absent express written consent of Buyer.

14. BUYBACK GUARANTY IN EVENT OF DTC CHILL OR FREEZE. In the event that the DTC issues a chill or freeze of the Company’s common stock after Buyer has converted some or all of its Purchased Debt, and Buyer holds such shares at that time, then Buyer shall have the option to sell, and the Company shall have be required to purchase, for a period of six months, such shares of Common Stock at the Conversion Price at which the stock was issued to Buyer. The purchase price shall be paid in cash concurrently upon Buyer surrendering such shares of Common Stock to the Company.

E.	DEFAULTS AND REMEDIES.

1. EVENTS OF DEFAULT. An “Event of Default” occurs if (i) the Company does not make the payment of the principal or interest due under the Purchased Debt when the same becomes due and payable at maturity, upon demand or otherwise, (ii) the Company does not make a payment, other than a payment of principal or interest, for a period of five (5) business days after its due date, (iii) any of the Company’s representations or warranties contained in the Promissory Note dated July 13, 2013 were false when made or the Company fails to comply with any of its other obligations in that agreement, including the delivery of Common Stock upon conversion before the Delivery Date; (iv) a DTC “chill” or “freeze” is placed on the stock of the Company; (v) the Common Stock becomes ineligible for listing or quotation for trading on its current trading market and shall not be eligible to resume listing or quotation on its current trading market within ten trading days; (vi) the Company pursuant to or within the meaning of any Bankruptcy Law (as hereinafter defined): (1) commences a voluntary petition under Bankruptcy Law; (2) consents to the entry of an order for relief against it in an involuntary bankruptcy petition; (3) consents to the appointment of a Custodian (as hereinafter defined) of it or for all or substantially all of its property or (4) makes a general assignment for the benefit of its creditors or (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary bankruptcy petition; (B) appoints a Custodian of the Company or for all or substantially all of its property or (C) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 60 days, or (vi) the Company is in default of any debt, note or Agreement with an outstanding balance equal to or exceeding $25,000 individually or $50,000 in the aggregate, or (vii) the Company is in default of any provisions of this Agreement; or (viii) the Company’s representations and warranties contained in this Agreement were not true on the date that this Agreement is signed. As used in this Section 1, the term “Bankruptcy Law” means Title 11 of the United States Code or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

2. REMEDIES UPON DEFAULT. If any Event of Default occurs, the outstanding principal amount of the Purchased Debt, plus liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Buyer’s election, immediately due and payable in cash. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of the Purchased Debt, the interest rate on the Purchased Debt shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Upon the payment in full, the Buyer shall promptly surrender the Note to or as directed by the Company. In connection with such acceleration described herein, the Buyer need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Buyer may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Buyer at any time prior to payment hereunder and the Buyer shall have all rights as a Buyer of the Agreement until such time, if any, as the Buyer receives full payment pursuant to this Section 2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

DILUTION. The number of shares of Common Stock issuable upon conversion of the Purchased Debt may increase substantially in certain circumstances. The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded, in its good faith business judgment, that such issuance is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue additional shares of Common Stock is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company.

TIME IS OF THE ESSENCE. Where this Agreement or the Promissory Note dated July 13, 2013 authorizes or requires the payment of money or the performance of a condition or obligation on a Saturday or Sunday or a public holiday, or authorizes or requires the payment of money or the performance of a condition or obligation within, before or after a period of time computed from a certain date, and such period of time ends on a Saturday or a Sunday or a public holiday, such payment may be made or condition or obligation performed on the next succeeding business day, and if the period ends at a specified hour, such payment may be made or condition performed, at or before the same hour of such next succeeding business day, with the same force and effect as if made or performed in accordance with the terms of this Agreement. A “business day” shall mean a day on which the banks in New York are not required or allowed to be closed. Time is of the essence in the performance of all obligations under this Agreement and under the Promissory Note dated July 13, 2013.

WAIVERS. Any waiver by the Company or the Buyer of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of the Company or the Buyer to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement on any other occasion. Any waiver by the Company or the Buyer must be in writing.

RULES OF CONSTRUCTION. In this Agreement, unless the context otherwise requires, words in the singular number include the plural, and in the plural include the singular, and words of the masculine gender include the feminine and the neuter, and when the sense so indicates, words of the neuter gender may refer to any gender. The numbers and titles of sections contained in the Agreement are inserted for convenience of reference only, and they neither form a part of the Agreement nor are they to be used in the construction or interpretation hereof. Wherever, in this Agreement, a determination of the Company is required or allowed, such determination shall be made by a majority of the Board of Directors of the Company and if it is made in good faith, it shall be conclusive and binding upon the Company and the Buyer of this Agreement.

ABSOLUTE OBLIGATION. Except as expressly provided herein, no provision of this Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and liquidated damages, as applicable on this Agreement at the time, place, and rate, and in the coin or currency, herein prescribed. This Agreement is a direct debt obligation of the Company. This Agreement ranks pari passu with all other Debt holders now or hereafter issued under the terms set forth herein.

GOVERNING LAW AND VENUE: This Agreement shall be governed and interpreted solely in accordance with the laws of the State of New York, and applicable U.S. federal law, if any, and in each case without regard to their choice of laws principles. In the event of a dispute between the parties, the parties agree to the exclusive jurisdiction of the federal and state courts of New York located in the City of New York and agree not to challenge the venue of such action based on forum non conveniens or on any similar theory.

LEGAL FORM: The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement; that this Agreement and all exhibits hereto have been jointly drafted and that any ambiguity in the terms of such agreements shall not be construed against either party based on the author of the language that is deemed to be ambiguous.

SEVERABLE. In the event that any provision of this Agreement is invalid or enforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

ATTORNEYS’ FEES AND COSTS TO PREVAILING PARTY. In the event that litigation or arbitration arises between the parties to this Agreement pertaining to this Agreement, including, but not limited to, the interpretation or enforcement of its terms, the prevailing party in such litigation shall be entitled to an award of its reasonable attorneys’ fees and costs incurred in connection with such action or proceeding.

ENTIRE AGREEMENT: This Agreement, the Debt Purchase Agreement, the Exhibits to such documents, and the public filings referenced herein embody the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior, and contemporaneous, negotiations, agreements, and understandings, whether written or oral. This Agreement, or any provision herein, may not be changed, waived, discharged, or terminated, except by an express written instrument signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

	BIONEUTRAL GROUP, INC.

	By:
		Name:
		Title:

	Facsimile No. for delivery of Notices:


	BUYER:

	By:	/s/ Yehuda Marrus
		Yehuda Marrus, Managing Member Darling Capital,

	SELLER:

	By:	/s/ JAMES CASSERLY
		JAMES CASSERLY

Exhibit 10.82

15% CONVERTIBLE PROMISSORY NOTE

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

ISSUANCE DATE	As of: July 21^st, 2014

CONVERTIBLE NOTE DUE	February 21, 2015
AMOUNT:	$12,500.00

FOR VALUE RECEIVED, BioNeutral Group, Inc., a Nevada corporation (“the Company”), hereby promises to pay to Darling Capital, LLC or registered assigns (the “Holder”) on February 21, 2015 (the “Maturity Date”), a principal amount of Twelve Thousand Dollars ($12,500) (the “Principal Amount”), and to pay interest on the principal amount hereof, in such amounts, at such times and on such terms and conditions as are specified herein.

The principal of this Note is payable in United States dollars, at the address as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder of this Note.

This Note is subject to the following additional provisions:

1. Interest. until the outstanding principal and interest amount hereof is paid in full or has been converted, interest on the unpaid principal amount of this Note (the “Note”), shall accrue at the rate of fifteen Percent (15%) per annum, payable in arrears, in cash, All past due principal and interest shall accrue at the rate of 22% (default interest rate).

2. Method of Payment. The Company may draw a check for the payment of interest to the order of the Holder of this Note and mail it to the Holder’s address as designated in writing by the Holder.

3. Conversion

3.1 Conversion Privilege. The Holder shall have the right, at its option, to convert the unpaid principal and interest due on this Note (the “Debt”) or any portion thereof into shares of Common Stock at any time following the date hereof. The number of shares of Common Stock issuable upon the conversion of the Debt is determined pursuant to the provisions below and shall be rounded to the nearest whole share.

3.1.1. Full or Partial Conversion Rights. All or any portion of the principal and interest amount owed by the Company to Holder under this Note reflecting the Debt may be converted into Common Stock. The provisions of this Note that apply to the conversion of all of the Debt shall also apply to the conversion of a portion of it. The Debt may not be converted, whether in whole or in part, except in accordance with this Note.

3.1.2. Conversion Procedure. Upon the Company’s receipt of a facsimile or email (or by any other means, including mail, messenger, overnight courier, etc.) of Holder’s duly completed and signed Notice of Conversion (in the form attached hereto at Exhibit 1), the Company shall, or shall instruct its transfer agent to, issue one or more Certificates representing that number of shares of Common Stock into which the Debt is convertible in accordance with the provisions regarding conversion. The Company’s transfer agent or attorney shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each conversion. For purposes of such Notice, Holder’s delivery shall be deemed delivered if sent to:

BY MAIL to: BioNeutral Group, Inc.; Att: Tom Cunningham; 211 Warren Street, Newark NJ, 07103: BY EMAIL: tom.c@bioneutral.com

3.2. Conversion Date. Such conversion shall be effectuated by surrendering to the Company, or its attorney, the Debt to be converted together with a facsimile or email or original of the signed Notice of Conversion. If only a portion of the Debt is to be converted, the Company shall promptly reissue a Promissory Note pursuant to identical terms of the Debt in the amount of the unconverted portion of the principal and interest then owing on the Debt. The date on which the Notice of Conversion is effective (“Conversion Date”) shall be deemed to be the date on which the Holder has delivered to the Company a facsimile or email original of the signed Notice of Conversion. Within eight (8) business days after the Conversion Date or within eight (8) business days after receipt of the Debt to be converted, whichever is later (the “Delivery Date”), the Company shall deliver to the Holder, or per the Holder’s instructions, to any third party, the shares of Common Stock to be issued pursuant to such Notice of Conversion.

3.3. Common Stock to be Issued. Upon the conversion of Debt or any part thereof and upon receipt by the Company or its attorney of a facsimile, email or other copy or original of Holder’s signed Notice of Conversion, Company shall instruct Company’s transfer agent to issue Stock Certificates in the name of Holder (or its nominee) and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion, as applicable. Company warrants that no instructions, other than these instructions, have been given or will be given to the transfer agent and that the Common Stock shall otherwise be freely transferable on the books and records of Company.

3.4. Conversion Rate. Subject to the time limitations set forth above, Holder is entitled to convert the principal and interest owed on this Note into Common Stock of the Company at a conversion price that is 40% (the multiplier) of the lowest closing bid price as reported by Bloomberg for the Company’s Common Stock for the thirty (30) trading days immediately preceding the Conversion Date of such shares then quoted on any national securities exchange or other quotation service (such as OTC, Pink Sheets, etc.) (the “Conversion Price”); provided that if the Closing Bid Price for the common stock on the Clearing date (defined below) is lower than the Closing Bid Price, then the purchase price shall be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price. For purposes of this Agreement, the Clearing Date shall be the latest date on which (i) the conversion shares are transferred to and deposited into the Buyer's brokerage account by the Company’s representatives or transfer agent and (ii) Buyer's broker has confirmed with Buyer that the Buyer may execute trades of the conversion shares. If such events occur after 5:30 PM Eastern Standard Time, the events shall be deemed to have occurred on the next trading day. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded up or down, as the case may be, to the nearest whole share. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded up or down, as the case may be, to the nearest whole share. The Company shall bear any and all miscellaneous expenses that may arise as a result of conversion and delivery of shares of common stock, including but are not limited to the cost of the issuance of a Rule 144 legal opinion, transfer agent fees, equity issuance and deposit fees, etc. At Purchaser’s option, any accrued costs paid by Purchaser may be subtracted from the dollar amount of any conversion of the Note.

3.5. Chilled or Frozen Stock. If the Company's common stock becomes chilled or frozen by the Deposit Trust Corporation (DTC) at the time that any portion of the principal and interest of the Note is converted by the Holder, then the Discount shall be adjusted to thirty percent (30%) (the multiplier) for so long as the common stock is chilled or frozen.

3.6. Company’s Responsibility To Issue Stock. It shall be the Company’s responsibility to take all necessary actions and to bear all such costs to issue certificates for the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the Conversion Date.

In the event the Common Stock is not delivered (with legends if required by applicable law and without legends if not required by applicable law) per the written instructions of the Holder, within eight (8) business days after the Delivery Date, then in such event the Company shall pay to Holder one-half percent (0.5%), in cash, of the dollar value of the Debt being converted per each business day following the Delivery Date, up to and including the eighteenth (18^th) business day following the Delivery Date. Delays solely caused by the Buyer’s broker shall not be taken into account in this matter. In the event the Common Stock is not delivered per the written instructions of the Holder, within eighteen (18) business days after the Delivery Date, then, except to the extent the delivery is delayed by operation of law, in such event the Company shall pay to Holder one percent (1%), in cash, of the dollar value of the Debt being converted per each business day following such eighteenth (18^th) business day after the Delivery Date. Holder shall then be entitled to send written notice to the Company of the default and the Holder, and at its sole option may demand full repayment of the Debt not yet converted, including accrued interest and liquidated damages through the date that written notice is given to the Company (the “Acceleration Amount”). If the Company does not wire the Acceleration Amount to the Holder within five (5) business days of the delivery by Holder by fax or email of the default notice, the Acceleration Amount shall accrue interest at sixteen percent (16%) per annum. Such notice shall not affect the Holder’s rights to the Common Stock due under the Notice of Conversion and all rights and remedies related to such conversion set forth herein, and shall be in addition to such rights and remedies. The Company acknowledges that the failure to honor a Notice of Conversion shall cause definable financial hardship to the Holder as well as substantial monetary damages, which cannot be determined at this time, and that this damages provision represents the parties’ reasonable estimate of liquidated damages.

3.7. Liquidated Damages. If, by the eighth (8^th) business day after the Delivery Date, due to the Company’s direct or indirect actions or its failure to act, the transfer agent fails for any reason to deliver the Common Stock (with legends if required by applicable law and without legends if not required by applicable law) upon conversion by the Holder and after such Delivery Date, the Holder purchases, in an open market transaction or otherwise, shares of Common Stock (the "Covering Shares") solely in order to make delivery in satisfaction of a sale of Common Stock by the Holder (the "Sold Shares"), which delivery such Holder anticipated to make using the Common Stock issuable upon conversion (a "Buy-In"), the Company shall pay to the Holder, in addition to any other amounts due to Holder pursuant to the Debt, and not in lieu thereof, the Buy-In Adjustment Amount (as defined below). The "Buy In Adjustment Amount" is the amount equal to the excess, if any, of (x) the Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Holder in immediately available funds within five (5) business days of written demand by the Holder.

The Company acknowledges that its failure to deliver the Common Stock within eight (8) business days after the Delivery Date will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Note a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Note or to repay, with interest, including default interest, as applicable, the unconverted portion of the Debt.

3.8. Liquidated Damages When There Are Not Sufficient Available Shares. To the extent that the failure of the Company to issue the Common Stock due upon conversion is due to the unavailability of authorized but unissued shares of Common Stock, the provisions of this Section shall apply.

3.8.1. The Company shall at all times reserve and have available all Common Stock necessary to meet conversion of the Debt by Holder of the entire amount of Debt then outstanding. If, at any time Holder submits a Notice of Conversion and the Company does not have sufficient authorized but unissued shares of Common Stock available to effect, in full, a conversion of the Debt (a “Conversion Default”, the date of such default being referred to herein as the “Conversion Default Date”), the Company shall issue to the Holder all of the shares of Common Stock which are available, and the Notice of Conversion as to any Debt requested to be converted but not converted (the “Unconverted Debt”), upon Holder’s sole option, may be deemed null and void. The Company shall provide notice of such Conversion Default (“Notice of Conversion Default”) to Holder of outstanding Debt, by facsimile, within eight (8) business days of such default (with the original delivered by overnight or two day courier), and the Holder shall give notice to the Company by facsimile within five business days of receipt of the original Notice of Conversion Default (with the original delivered by overnight or two day courier) of its election to either nullify or confirm the Notice of Conversion.

3.8.2. The Company agrees to pay to Holder of outstanding Debt for a Conversion Default (“Conversion Default Payments”) in the amount of (N/365) x (.24) x the balance of the outstanding and/or tendered but not converted Debt held by each Holder where N = the number of days from the Conversion Default Date to the date (the “Authorization Date”) that the Company authorizes a sufficient number of shares of Common Stock to effect conversion of all remaining Debt. The Company shall send notice (“Authorization Notice”) to Holder of outstanding Debt that additional shares of Common Stock have been authorized, the Authorization Date and the amount of Holder’s accrued Conversion Default Payments. The accrued Conversion Default Payments shall be paid in cash or shall be convertible into Common Stock at the Conversion Rate, at the Holder’s option, payable as follows: (i) in the event Holder elects within ten (10) days of the Authorization Notice in writing to take such payment in cash, cash payments shall be made to such Holder by the fifth day of the following calendar month, or (ii) if the Holder does not so elect to receive such Conversion Default Payment in cash, such payment shall be made in Common Stock at the then current Conversion Price within 30 days following the date of the Authorization Notice. The Company acknowledges that its failure to maintain a sufficient number of authorized but unissued shares of Common Stock to effect in full a conversion of the Debt will cause the Holder to suffer damages in an amount that will be difficult to ascertain. Accordingly, the parties agree that it is appropriate to include in this Note a provision for liquidated damages. The parties acknowledge and agree that the liquidated damages provision set forth in this section represents the parties’ good faith effort to quantify such damages and, as such, agree that the form and amount of such liquidated damages are reasonable and will not constitute a penalty. The payment of liquidated damages shall not relieve the Company from its obligations to deliver the Common Stock pursuant to the terms of this Note.

3.9. Maximum Interest Rate. Nothing contained in this Note shall be deemed to establish or require the payment of interest to the Holder at a rate in excess of the maximum rate permitted by governing law. In the event that the rate of interest required to be paid exceeds the maximum rate permitted by governing law, the rate of interest required to be paid thereunder shall be automatically reduced to the maximum rate permitted under the governing law and such excess shall be returned with reasonable promptness by the Holder to the Company.

3.10. Payment of Taxes. The Company shall pay all documentary stamp taxes, if any, attributable to the initial issuance of the Common Stock; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable, (1) with respect to any secondary transfer of the Debt or the Common Stock issuable upon exercise hereof or (2) as a result of the issuance of the Common Stock to any person other than the Holder, and the Company shall not be required to issue or deliver any certificate for any Common Stock unless and until the person requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have produced evidence that such tax has been paid to the appropriate taxing authority.

3.11. Buyback Guaranty In Event of DTC Chill or Freeze. In the event that the DTC issues a chill or freeze of the Company’s common stock (A “chill” is a limitation of certain services available for a security on deposit at the DTC. A “freeze,” formally referred to as a “global lock,” is a complete restriction on all DTC services for a particular security on deposit at DTC.) after Holder has converted some or all of its Debt, and Holder holds such shares at that time, then Holder shall have the option to sell, and the Company shall be required to purchase, for a period of six months, such shares of Common Stock at the Conversion Price at which the stock was issued to Holder. The purchase price shall be paid in cash concurrently upon Holder surrendering such shares of Common Stock to the Company.

4. Restrictions on Transfers. The Debt has not been registered under the Securities Act of 1933, as amended, (the “Act”) and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. The Debt and the Common Stock issuable upon the conversion thereof may only be offered or sold pursuant to registration under or an exemption from the Act.

5. Mergers, Etc. If the Company merges or consolidates with another corporation or sells or transfers all or substantially all of its assets to another person and the Holder is entitled to receive stock, securities or property in respect of or in exchange for Common Stock, then as a condition of such merger, consolidation, sale or transfer, the Company and any such successor, purchaser or transferee shall amend the Debt to provide that it may thereafter be converted on the terms and subject to the conditions set forth above into the kind and amount of stock, securities or property receivable upon such merger, consolidation, sale or transfer by Holder of the number of shares of Common Stock into which the Debt might have been converted immediately before such merger, consolidation, sale or transfer, subject to adjustments which shall be as nearly equivalent as may be practicable to adjustments provided for in this Note.

The Company shall not consolidate or merge into, or transfer all or substantially all of its assets to, any person, unless such person assumes in writing the obligations of the Company under the Debt and immediately after such transaction no Event of Default exists. Any reference herein to the Company shall refer to such surviving or transferee corporation and the obligations of the Company shall terminate upon such written assumption.

6. Representations and Warranties of Company. Company represents and warrants that at the time of the execution of this Note and at the Closing thereof:

6.1 Rule 144. The Company covenants and agrees to take all reasonable steps necessary or appropriate, including providing an opinion of counsel confirming the rights of Holder to sell shares of Common Stock issued to Holder on conversion of this Note pursuant to Rule 144 as promulgated by the SEC ("Rule 144"), as such Rule may be in effect from time to time. If the Company does not promptly provide an opinion from Company counsel, and so long as the requested sale may be made pursuant to Rule 144, the Company agrees to accept an opinion of counsel to the Holder which opinion will be issued at the Company's expense.

6.2 Transferability of Debt: The Company acknowledges that the Holder may transfer this Note to any third party and that all rights hereunder shall be enforceable by the transferee of such Note to the same extent as such rights may have been enforced by the Holder.

6.3 Authority. (i) The Company, and the person signing on its behalf below, has all requisite power and authority to enter into and perform this Note and to consummate the transactions contemplated hereby in accordance with the terms hereof, (ii) the execution and delivery of this Note by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by the Company and no further consent or authorization of the Company or its members is required, (iii) this Note has been duly executed and delivered by the Company, and (iv) this Note constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies or by other equitable principles of general application.

6.4 No Conflicts. The execution, delivery and performance of this Note by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, bond, indenture or other instrument to which Company is a party, or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company is subject) applicable to the Company or by which any property of the Company are bound or affected. Except as specifically contemplated by this Note and as required under the 1933 Act and any applicable federal and state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Note in accordance with the terms hereof. Except for filings that may be required under applicable federal and state securities laws in connection with the issuance and sale of the Debt, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

6.5 No Material Adverse Change. Since the date of the initiation of negotiations regarding this Transaction, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of the Company (financial or otherwise), and no event has occurred or circumstance exists that may result in such a material adverse change.

6.6 Disclosure. No representation or warranty of the Company in this Note omits to state a known material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact known to the Company that has specific application to either the Company (other than general economic or industry conditions) and that materially adversely affects the assets, business, prospects, financial condition, or results of operations of the Company that has not been set forth in this Note.

6.7 Debts. The Company has no outstanding debts (other than the Debt), judgments, liens, encumbrances, UCC filings, notes, loans, convertible debt instruments, or other financial obligations whatsoever, other than as disclosed in its public filings with the Securities and Exchange Commission and in this Note.

6.8 Company’s Reporting Obligations. The Company will mail to the Holder hereof at its address as shown on the Register a copy of any annual, quarterly or other report or proxy statement that it gives to its shareholders generally at the time such report or statement is sent to shareholders, unless such report is timely filed with the United States Securities and Exchange Commission.

6.9 Conduct of Business. The Company has and shall continue to conduct its business in the normal and ordinary course, consistent with the present conduct of its business and previous practices, shall not make and/or declare any dividend (cash and/or stock), redemption, stock split (reverse or forward), and/or stock and/or cash distributions.

7. DEFAULTS AND REMEDIES.

7.1 EVENTS OF DEFAULT. An “Event of Default” occurs if (i) the Company does not make the payment of the principal or interest due under this Note when the same becomes due and payable at maturity, upon demand or otherwise, (ii) the Company does not make a payment, other than a payment of principal or interest, for a period of five (5) business days after its due date, (iii) any of the Company’s representations or warranties contained in this Note were false when made or the Company fails to comply with any of its other obligations in this Note, including the delivery of Common Stock upon conversion before the Delivery Date; (iv) a DTC “chill” or “freeze” is placed on the stock of the Company; (v) the Common Stock becomes ineligible for listing or quotation for trading on its current trading market and shall not be eligible to resume listing or quotation on its current trading market within ten trading days; (vi) the Company pursuant to or within the meaning of any Bankruptcy Law (as hereinafter defined): (1) commences a voluntary petition under Bankruptcy Law; (2) consents to the entry of an order for relief against it in an involuntary bankruptcy petition; (3) consents to the appointment of a Custodian (as hereinafter defined) of it or for all or substantially all of its property or (4) makes a general assignment for the benefit of its creditors or (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary bankruptcy petition; (B) appoints a Custodian of the Company or for all or substantially all of its property or (C) orders the liquidation of the Company, and the order or decree remains un-stayed and in effect for 60 days, or (vi) the Company is in default of any debt, note or Agreement with an outstanding balance equal to or exceeding $25,000 individually or $50,000 in the aggregate, or (vii) the Company is in default of any provisions of this Note; or (viii) the Company’s representations and warranties contained in this Note were not true on the date that this Note is signed. As used in this Section 1, the term “Bankruptcy Law” means Title 11 of the United States Code or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

7.2 REMEDIES UPON DEFAULT. If any Event of Default occurs, the outstanding principal amount of the Debt, plus liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of the Debt, he interest rate on the Debt shall accrue at an interest rate equal to the lesser of sixteen percent (16%) per annum or the maximum rate permitted under applicable law. Upon the payment in full, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Holder shall have all rights as a Holder of the Note until such time, if any, as the Holder receives full payment pursuant to this Section. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

8. DILUTION. The number of shares of Common Stock issuable upon conversion of the Debt may increase substantially in certain circumstances. The Company’s executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Note and recognize that they have a potential dilutive effect. The Board of Directors of the Company has concluded, in its good faith business judgment, that such issuance is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue additional shares of Common Stock is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company.

9. TIME IS OF THE ESSENCE. Where this Note authorizes or requires the payment of money or the performance of a condition or obligation on a Saturday or Sunday or a public holiday, or authorizes or requires the payment of money or the performance of a condition or obligation within, before or after a period of time computed from a certain date, and such period of time ends on a Saturday or a Sunday or a public holiday, such payment may be made or condition or obligation performed on the next succeeding business day, and if the period ends at a specified hour, such payment may be made or condition performed, at or before the same hour of such next succeeding business day, with the same force and effect as if made or performed in accordance with the terms of this Note. A “business day” shall mean a day on which the banks in New York are not required or allowed to be closed. Time is of the essence in the performance of all obligations under this Note.

10. WAIVERS. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion. Any waiver by the Company or the Holder must be in writing.

11. RULES OF CONSTRUCTION. In this Note, unless the context otherwise requires, words in the singular number include the plural, and in the plural include the singular, and words of the masculine gender include the feminine and the neuter, and when the sense so indicates, words of the neuter gender may refer to any gender. The numbers and titles of sections contained in the Agreement are inserted for convenience of reference only, and they neither form a part of the Agreement nor are they to be used in the construction or interpretation hereof. Wherever, in this Note, a determination of the Company is required or allowed, such determination shall be made by a majority of the Board of Directors of the Company and if it is made in good faith, it shall be conclusive and binding upon the Company and the Holder of this Note.

12. ABSOLUTE OBLIGATION. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and liquidated damages, as applicable on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.

13. GOVERNING LAW AND VENUE. This Note shall be governed and interpreted solely in accordance with the laws of the State of New York, and applicable U.S. federal law, if any, and in each case without regard to their choice of laws principles. In the event of a dispute between the parties, the parties agree to the exclusive jurisdiction of the federal and state courts of New York located in the City of New York and agree not to challenge the venue of such action based on forum non conveniens or on any similar theory.

14. LEGAL FORM. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Note; that this Note and all exhibits hereto have been jointly drafted and that any ambiguity in the terms of such agreements shall not be construed against either party based on the author of the language that is deemed to be ambiguous.

15. SEVERABLE. In the event that any provision of this Note is invalid or enforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

16. ATTORNEYS’ FEES AND COSTS TO PREVAILING PARTY. In the event that litigation or arbitration arises between the parties to this Note pertaining to this Note, including, but not limited to, the interpretation or enforcement of its terms, the prevailing party in such litigation shall be entitled to an award of its reasonable attorneys’ fees and costs incurred in connection with such action or proceeding.

17. ENTIRE AGREEMENT. This Note, the Exhibits attached hereto, and the public filings referenced herein embody the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior, and contemporaneous, negotiations, agreements, and understandings, whether written or oral. This Note, or any provision herein, may not be changed, waived, discharged, or terminated, except by an express written instrument signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

IN WITNESS WHEREOF, the Company has duly executed this Note as of the date first written above.

	BioNeutral Group, Inc..

	By:
		Name:
		Title :

Exhibit A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Notes.)

The undersigned hereby irrevocably elects, as of_____________, 20__ to convert $_________________of the Note into Shares of Common Stock (the “Shares”) of BioNeutral Group, Inc.. (the “Company”).

Date of Conversion _____________________________________________________

Applicable Conversion Price ______________________________________________

Number of Shares Issuable upon this conversion _______________________________

Signature ______________________________________

[Name]

Address ___________________________________________________

__________________________________________________________

Phone ________________ Fax _________________________

Assignment of Note

The undersigned here by sell(s) and assign(s) and transfer(s) unto



(name, address and SSN or EIN of assignee)

Dollars ($ )


(principal amount of Note, $1,000 or integral multiples of $1,000)

of principal amount of this Note together with all accrued and unpaid interest hereon.

Date:______________	Signed: ______________________________________________________
	(Signature must conform in all respects to name of Holder shown of face of Note)

Exhibit 10.83

Principal Amount: $51,500.00

Date: July 18, 2014 (Tacking Back to January 15, 2014)

CONVERTIBLE PROMISSORY NOTE

BioNeutral Group, Inc., (hereinafter called the “Borrower” or “BONU”), hereby promises to pay to the order of WHC Capital, LLC, a Delaware Limited Liability Company, or its registered assigns (the “Holder”) the sum of $51,500, together with any interest as set forth herein, on July 18, 2015 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of eighteen percent (18%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note shall serve in lieu of (and tack back to) $51,500 of principal convertible securities owing to Ray Dunning, pursuant to that certain $51,500 Convertible Promissory Note dated January 15, 2014 (attached hereto), and incorporate all interests and charges contemplated therein.

The following terms shall apply to this Note:

ARTICLE I. CONVERSION RIGHTS

1.2 Conversion Price.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default as defined in this Note.

1.4 Method of Conversion.

1.6 Effect of Certain Events.

(e) Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

1.9 Prepayment. Maker may prepay this Note, in whole or in part, at any time and from time to time, with premium, where both parties have approved said premium and prepayment in writing.

ARTICLE II. CERTAIN COVENANTS

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) Shall occur:

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

3.10 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.14 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without at least twenty (20) days prior written notice to the Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3.15 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

ARTICLE IV. MISCELLANEOUS

If to the Borrower, to:





	Attn:
	Facsimile:

If to the Holder:

	WHC Capital, LLC.
	200 Stonehinge Lane,
	Suite 3
	Carle Place, NY. 11514
	Facsimile: 212.574.3326

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer:

	BioNeutral Group, Inc.

	By:

	Print:

	Title/Date:

Exhibit 10.84

NEITHER THE SECURITIES REPRESENTED BY THIS NOTE OR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

PROMISSORY NOTE

$23,600		Newark, New Jersey
		May 1, 2014

BioNeutral Group Inc., a Nevada corporation (the “Company”), for value received hereby promises to pay to Ray Dunning or his registered assigns (the “Holder”), the sum of $23,600, or such other amount as shall then equal the outstanding principal amount hereof and all accrued and unpaid interest, as set forth below, on May 1, 2015 (the “Maturity Date”). Payment due hereunder shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account designated in writing by the Holder.

1. Interest. Until all outstanding principal and interest on this Note shall have been paid in full, interest on the unpaid principal balance of this Note shall accrue as follows from the date of May 1, 2014. Interest shall accrue at the rate of eighteen percent (8%) per annum (the “Initial Interest Rate”). Interest will be payable on the Maturity Date.

2. Events of Default. If any of the events specified in this Section 3 shall occur (herein individually referred to as an “Event of Default”), the Company agrees to give the Holder prompt written notice of such event. The Holder may, so long as such condition exists or has not been cured during the applicable cure period (whether or not the Holder has received notice of such event), declare the entire principal and unpaid accrued interest here on immediately due and payable, by notice in writing to the Company; provided, that upon occurrence of an Event of Default specified in subsection (iv) below, all principal and interest shall automatically become immediately due and payable in full:

(i) Failure by the Company to make any payment hereunder when due, which failure has not been cured within ten (10) days following such due date; or

(ii) Any failure or inability to effect a conversion of this Note into Common Stock as provided for in Section 5 hereof, if such failure continues for five (5) business days after the request for conversion.

(iii) Any breach by the Company of any material representation, warranty or covenant in this Note which results in a Material Adverse Effect on the Company’s business, operations or financial condition; provided, that, in the event of any such breach, such breach shall not have been cured by the Company within 30 days after the earlier to occur of (a) written notice to the Company of such breach, or (b) the Company’s knowledge of such breach; or

(iv) The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Company, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action; or

(v) If, within sixty (60) days after the commencement of an action against the Company seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of the Company or all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated; or

3. Prepayment. The Company shall have the right, at any time prior to the Maturity Date, to prepay any outstanding amount due to the Holder for an amount equal to 100% of the unpaid principal amount of this Note along with any accrued interest.

4.1 Notices of Record Date, etc. In the event that the Company takes any of the actions specified in this section the Company will provide notice to the Holder.

4.1.1 Any taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or

4.1.2 Any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets of the Company to any other person or any consolidation or merger involving the Company; or

4.1.3 Any voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company will mail to the holder of this Note at least five (5) business days prior to the earliest date specified therein, a notice specifying:

4.1.3.1 The date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right; and

4.1.3.2 The date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding-up is expected to become effective and the record date for determining stockholders entitled to vote thereon.

5. Conversion. The Holder shall have the right to convert the principal amount of this Note and all accrued but unpaid interest into Common Stock of the Company on the Maturity Date 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; provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver).

6. Assignment. Subject to the restrictions on transfer set forth herein, the rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors and assigns of the parties. This Note may not be assigned or transferred by the parties except in accordance with the terms hereof. This Convertible Note is nontransferable by the Note holder without prior written approval of the Board of Directors of the Company.

7. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

8. Transfer of this Note. With respect to any offer, sale or other disposition of this Note, the Holder will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of such Holder’s counsel, which counsel must be acceptable to the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Promptly upon receiving such written notice and opinion, the Company, as promptly as practicable, shall notify such Holder that such Holder may sell or otherwise dispose of this Note, all in accordance with the terms of the notice delivered to the Company. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Act, unless in the opinion of counsel for the Company such legend is not required. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

9. Treatment of Note. To the extent permitted by GAAP, the Company will treat, account and report the Note as debt and not equity for accounting purposes and with respect to any returns filed with federal, state or local tax authorities.

10. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if faxed with confirmation of receipt by telephone or if mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth in this Note. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered, faxed, or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered.

11. No Stockholder Rights. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or to consent or to receive notice as a stockholder in respect of meetings of stockholders for the election of directors of the Company or any other matters or any rights whatsoever as a stockholder of the Company; and no dividends or interest shall be payable or accrued in respect of this Note or the interest represented hereby.

12. Usury. This Note is hereby expressly limited so that in no event whatsoever, whether by reason of acceleration of maturity of the loan evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder hereunder for the loan, use, forbearance or detention of money exceed that permissible under applicable law. If at any time the performance of any provision of this Note or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of the Company and the Holder that all payments under this Note are to be credited first to interest as permitted by law, but not in excess of (i) the agreed rate of interest set forth herein or therein or (ii) that permitted by law, whichever is the lesser, and the balance toward the reduction of principal. The provisions of this Section 12 shall never be superseded or waived and shall control every other provision of this Note and all other agreements and instruments between the Company and the Holder entered into in connection with this Note.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding that body of law relating to conflict of laws.

14. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

15. Waiver. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

IN WITNESS WHEREOF, the Company has caused this Note to be issued this 1st day of May 2014.

	BioNeutral Group, Inc.

	By:	/s/ Mark Lowenthal
	Name:	Mark A. Lowenthal
	Title:	President and Chief Executive Officer

CONVERSION FORM

TO: BioNeutral Group, Inc.

211 Warren Street

Newark, New Jersey 07103

The undersigned, hereby irrevocably elects to convert the principal amount and any accrued but unpaid interest on this Convertible Note at a conversion price of $____ per share. The undersigned hereby agrees that upon conversion, the entire principal due on this Convertible Note shall be deemed fully paid and the Convertible Note will be cancelled in full. The Company shall have no obligation with respect to any principal payments after the Effective Date.

Instructions for Registration of Stock

NAME: _______________________________________________________________________

ADDRESS: ___________________________________________________________________

TELEPHONE: ________________________________________________________________

EMAIL: ___________________________________________________________________

AMOUNT TO BE CONVERTED $_________________________________________

DATED: ___________________________________________________________________


PRINT NAME		SIGNATURE

Exhibit 10.85

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

BIONEUTRAL GROUP, INC.

CONVERTIBLE PROMISSORY NOTE

$15,000

May 31, 2013

1. Principal and Interest.

(a) BioNeutral Group, Inc., a Nevada corporation (the "Company"), for value received, hereby promises to pay to the order of DH Technical Consulting, LLC (the "Investor" or the "Holder") the sum of Fifteen Thousand US dollars ($15,000).

(b) Upon repayment of This Promissory Note (the "Note") an additional 8% interest bonus payment will be added to any unpaid balance per month. This Note shall be payable upon demand June 30, 2013 (the "Demand Date"). Commencing on the Demand Date, all principal and the interest bonus payment hereunder shall be payable by the Company upon demand made by the Holder or Investor.

(c) Upon payment in full of the principal and bonus payment, this Note shall be surrendered to the Company for cancellation.

(d) The principal and bonus payment under this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Holder hereof as such Holder shall from time to time designate.

2. Attorney's Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to the principal and the bonus payment payable hereunder, reasonable attorneys' fees and costs incurred by the Investor.

3. Conversion.

3.1 Voluntary Conversion. In the event that the Note is not paid prior to the Demand Date, the Holder shall have the right thereafter, exercisable in whole or in part, to convert the outstanding principal and bonus payment hereunder into a number of fully paid and nonassessable whole shares of the Company's $.00001 par value common stock ("Common Stock") determined in accordance with Section 3.2 below.

3.2 Shares Issuable. The number of whole shares of Common Stock into which this Note may be voluntarily converted ("Conversion Shares") shall be determined by dividing the aggregate principal amount borrowed hereunder by $.01 (the "Note Conversion Price"); provided, however, that, in no event, shall Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of Maker subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of common stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by Holder and its affiliates of more than 9.9% of the outstanding shares of common stock of the Company. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the Note Conversion Price. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus, (2) at the Company’s option, accrued and unpaid interest, if any, on such principal amount at the interest rate provided in this Note to the conversion date, provided, however, that the Company shall have the right to pay any or all interest in cash.

3.3 Notice and Conversion Procedures. If the Holder elects to convert this Note, the Holder shall provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to the Company together with this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the Holder certificate(s) for the Common Stock issuable upon such conversion and, if the entire principal amount hereunder was not so converted, a new note representing such balance.

3.4 Other Conversion Provisions.

(a) Adjustment of Note Conversion Price. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately increasing the Note Conversion Price on the date that such subdivision shall become effective. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Company's issued and outstanding shares of Common Stock, the Note Conversion Price shall forthwith be adjusted by proportionately decreasing the Note Conversion Price on the date that such subdivision shall become effective.

(b) Common Stock Defined. Whenever reference is made in this Note to the shares of Common Stock, the term "Common Stock" shall mean the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock. Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.

3.5 No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal hereunder that is not so converted.

4. Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:

(a) Authorization; Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b) Governmental Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental authority is required on the part of the Company in connection with the Company's valid execution, delivery or performance of this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933, as amended (the "1933 Act"), or such filings as may be required under applicable state securities laws, which, if applicable, will be timely filed within the applicable periods therefore.

(c) No Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any of its assets or properties.

5. Representations and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of the Holder:

(a) Investment Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration predicated on the representations set forth in this Section 8.

(c) Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.

(d) Risk of No Registration. The Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the "1934 Act"), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell the Common Stock issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. The Holder also understands that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

6. Assignment. Subject to the restrictions on transfer described in Section 9 below, the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

7. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.

8. Transfer of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or securities into which this Note may be converted, the Holder will give written notice to the Company prior. thereto, describing briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or that such transfer would adversely affect the Company's ability to account for future transactions to which it is a party as a pooling of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions.

9. Notices. Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given upon delivery if personally delivered or three (3) business days after deposit if deposited in the USA's mail for mailing by certified mail, postage prepaid, and addressed as follows:

If to Investor:	DH Technical Consulting, LLC; Attn: David Hoenig
	91 Stratford Road
	East Brunswick, NJ 08816

If to Company:	Mark Lowenthal
	BioNeutral Group, Inc.
	211 Warren St.
	Newark, NJ 07103

Each of the above addressees may change its address for purposes of this Section by giving to the other addressee notice of such new address in conformance with this Section.

10. Governing Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of New Jersey, without regard to the conflicts of laws provisions thereof.

11. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except as otherwise indicated, all references herein to Sections refer to Sections hereof.

12. Waiver by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

13. Delays. No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.

14. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its terms.

15. No Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Note against impairment.

IN WITNESS WHEREOF, BioNeutral Group, Inc. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written.

	BioNeutral Group, Inc.

	By:
	Name:	Mark Lowenthal
	Title:	CEO and President

	INVESTOR


	Name

	Title

Exhibit 31.1

CERTIFICATIONS

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark Lowenthal, certify that:

I have reviewed this quarterly report on Form 10-Q of BioNeutral Group, Inc. for the period ended July 31, 2014;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

September 22, 2014	/s/ Mark Lowenthal
	Name:	Mark Lowenthal
	Title:	Interim Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

Exhibit 32.1

CERTIFICATIONS

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of BioNeutral Group, Inc. (the “Company”) on Form 10-Q for the period ended July 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark Lowenthal, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

September 22, 2014	/s/ Mark Lowenthal
	Name:	Mark Lowenthal
	Title:	Interim Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

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