Convertible Notes Payable | 9 Months Ended |
Jul. 31, 2014 |
Convertible Notes Payable [Abstract] | ' |
Convertible Notes Payable | ' |
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Note 9 – Convertible Notes Payable |
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| | 31-Jul-14 | | | 31-Oct-13 | |
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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 | | | | - | |
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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 | |
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Adar Bays, LLC |
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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. |
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Asher Enterprises, Inc. |
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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 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. |
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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 |
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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. |
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Darling Capital, LLC |
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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. |
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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. |
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The balance outstanding including accrued interest at July 31, 2014 was $15,546. |
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DH Technical Consulting, LLC |
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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. |
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GEL Properties LLC |
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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. |
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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. |
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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. |
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The balance outstanding including accrued interest at July 31, 2014 was $123,933. |
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Hanover Holdings LLC |
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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. |
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James Casserly |
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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. |
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JMJ Financial |
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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. |
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John Sikora |
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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. |
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KBM Worldwide Inc. |
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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%. |
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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%. |
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The balance outstanding including accrued interest was $74,204 at July 31, 2014. |
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LG Capital Funding LLC |
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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. |
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Randy McNeil |
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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. |
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Ray Dunning |
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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 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. |
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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. |
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The balance outstanding including accrued interest at July 31, 2014 was $193,132. |
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Robert Machinist |
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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. |
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Typenex Co-Investment, LLC |
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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. |
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WHC Capital, LLC |
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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. |
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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. |
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The balance outstanding including accrued interest at July 31, 2014 was $68,995. |
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