Convertible Notes Payable | 6 Months Ended |
Apr. 30, 2014 |
Convertible Notes Payable [Abstract] | ' |
Convertible Notes Payable | ' |
Note 9 – Convertible Notes Payable |
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| | April 30, | | | October 31, | |
2014 | 2013 |
(Unaudited) | |
Adar Bays, LLC | | $ | 38,775 | | | $ | - | |
Asher Enterprises, Inc. | | | - | | | | 108,090 | |
Ben Hanafin | | | 2,500 | | | | - | |
GEL Properties LLC | | | 372,824 | | | | - | |
Hanover Holdings LLC | | | 37,244 | | | | - | |
James Casserly | | | 28,649 | | | | 26,236 | |
JMJ Financial | | | 67,223 | | | | 111,960 | |
John Sikora | | | 115,374 | | | | - | |
KBM Worldwide Inc. | | | 53,407 | | | | - | |
LG Capital Funding LLC | | | 35,222 | | | | - | |
Randy McNeil | | | 16,944 | | | | 15,518 | |
Ray Dunning | | | 171,148 | | | | 97,079 | |
Robert Machinist | | | 25,000 | | | | - | |
| | | | | | | | |
Total Convertible Notes Payable | | | 964,310 | | | | 358,883 | |
Debt Discount | | | (490,712 | ) | | | (91,167 | ) |
Convertible Notes Payable Net of Debt Discount | | $ | 473,598 | | | $ | 267,716 | |
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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 $38,775 at April 30, 2014. |
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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%. |
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During the six months ended April 30, 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 . |
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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. |
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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 April 30, 2014. |
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GEL Properties LLC |
During the six months ended April 30, 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. |
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During the six months ended April 30, 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. |
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During the six months ended April 30, 2014 the Company received several notices of conversion from GEL, and pursuant to those notices issued an aggregate amount of 653,088,617 shares of common stock to settle loan proceeds in the amount of $279,610. |
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The balance outstanding including accrued interest at April 30, 2014 was $372,824. |
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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 $36,500.00 (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 $37,244 at April 30, 2014. |
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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 is due on July 15, 2014, and bears interest at 18% per annum. Mr. Casserly has the right to convert the principal and interest into the Company’s common stock at a conversion price equal to 50% of the average closing price of the Company’s common stock for the 10 preceding days of the Maturity Date of July 15, 2014. The balance outstanding including accrued interest at April 30, 2014 was $28,649. |
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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 six months ended April 30, 2014. The maturity date is one year from the date of each payment. JMJ Note is interest free if repaid within 90 days and if not paid within 90 days it bears interest at 10%. The principal and any accrued interest are convertible into the Company’s common stock at the lower of $.09 per share of 70% of the lowest trade price in the 25 days prior to conversion. JMJ has piggyback registration rights with respect to the shares into which the JMJ Note is convertible. During the six months ended April 30, 2014 the Company received eleven notices of conversion from JMJ, and pursuant to those notices issued 314,246,822 shares of common stock to settle loan proceeds in the collective amount of $111,959. At April 30, 2014 the JMJ aggregate loan balance was $67,223 including accrued interest of $12,223. |
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John Sikora |
During the three months ended April 30, 2014, the Company issued convertible promissory notes in consideration for outstanding consulting fees payable to John Sikora in the amount of $111,000, due on August 1, 2014 and 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. The balance outstanding including accrued interest was $$115,374 at April 30, 2014. |
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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%. The balance outstanding including accrued interest was $53,407 at April 30, 2014. |
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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 $35,222 at April 30, 2014. |
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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 April 30, 2014 was $16,944 |
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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. |
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During the six months ended April 30, 2014, Mr. Dunning agreed to transfer the carrying value of his convertible notes including accrued interest to GEL in consideration for $97,919. |
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On January 15, 2014 and February 1, 2014, the Company issued a convertible promissory notes in consideration of outstanding consulting fees payable to Ray Dunning in the amount of $114,725 , due on January 1, 2015 (the “Maturity Date”) and $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. The balance outstanding including accrued interest at April 30, 2014 was $171,148. |
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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. |