f8k103111ex10ii_bioneutral.htm



Exhibit 10.2


 


Agreement to Assign and Settle Debt


 


Whereas, BioNeutral Group Inc. (“BioN”) is indebted to numerous creditors; and







Whereas, BioN  has concluded that as a consequence of BioN’s current financial condition BioN is not likely to be able to repay to its creditors the amounts owed to the creditors; and


 


Whereas, Vinfluence Pty Ltd, (“VPL”) is attempting to assist BioN in restructuring BioN and assisting BioN to achieve its business objectives,


 


Now Therefore, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:


 



	
1.  

	
BioN hereby represents to VPL that it is indebted to the creditors listed on Schedule 1 hereto in the amounts set forth thereon (the “Non-Affiliate Debt”).  BioN hereby represents to VPL that it is indebted to the Creditors listed on Schedule 2 hereto in the amounts set forth thereon (the “Affiliate Debt”).  The Non-Affiliate Debt and the Affiliate Debt are collectively referred to as the “Debt”.







 



	
2.  

	
BioN represents and warrants to VPL that it agrees to VPL’s purchase and assumption of all or any portion of the Debt, and will execute any documents required to by BioN to assign the Debt to VPL in the amounts purchased by VPL.  BioN shall execute such further and additional documents, including release agreements, as may be requested by VPL to complete the discharge of indebtedness intended contemplated by this agreement.







 



	
3.  

	
BioN shall immediately upon VPL’s request, assemble and transmit to VPL copies of all promissory notes, demands for payment, correspondence, and other documents describing, constituting or referring to the Debt.







 



	
4.  

	
BioN agrees to further settle any and all of the Affiliate Debt acquired by VPL, from time to time, in exchange for the issuance of such number of shares of BioN’s Series B Convertible Preferred Stock (the “B Stock”), the designations, rights and preferences of which are set forth in the certificate of designation attached hereto as Schedule 3, equal to the total dollar amount of Affiliate Debt acquired by VPL.  BioN agrees to further settle any and all of the Non-Affiliate Debt acquired by VPL, from time to time, in exchange for the issuance of such number of shares of BioN’s Series D Convertible Preferred Stock (the D “Stock”), the designations, rights and preferences of which are set forth in the Certificate of Designation attached hereto as Schedule 4, equal to the total amount of Non-Affiliate Debt acquired by VPL. For purposes of settling the Debt acquired by VPL the price per share of the Stock shall be $10.00 (by way of example the settlement of $800,000 of debt shall result in the issuance of 80,000 shares of Stock). BioN shall execute and deliver a stock certificate or certificates evidencing such stock issuance not later than five (5) business days of receipt of the Conversion Notice. VPL understands that such stock certificates have not been registered for resale, are issued subject to the provisions of SEC Rule 144, are not liquid, and may be subject to restrictions and holding periods governing resale. VPL has reviewed BioN’s current and historical SEC reports and is aware of the risks attendant to accepting BioN stock.







 




  





1











  






 



	
5.  

	
In the event any creditor set forth in Schedule 1 or Schedule 2 asserts claims against BioN to collect the Debt owed to such creditor following the delivery of the Stock, VPL shall be responsible for the defense and satisfaction of such claims.







 



	
6.  

	
BioN agrees that VPL shall have the right to compromise the Debt in any manner VPL determines is prudent and in the best interests of VPL, and that from and after the date hereof BioN will permit VPL the exclusive right to manage, compromise, defend and satisfy the Debt.







 



	
7.  

	
This agreement may not be modified or amended except in writing, signed by the parties hereto. Each party has conducted its own diligence and inquiry into the matters which are the subject of this agreement and no party has relied on any promise, statement or representation except as specifically stated in this agreement. This agreement constitutes the full, complete and final expression of the parties understanding with respect to the subject matter hereof. BioN understands that VPL intends to resolve the Debt at a steep discount to the face amount of the Debt where possible. No party has relied on any representation or promise with respect to the subject matter of this agreement except as set forth herein. This agreement is deemed and agreement made and to be performed in the State of New York and shall be governed and construed in accordance with New York law. The federal and state courts situated in and for New York Count shall be the exclusive venue for any dispute arising hereunder, and the parties consent to the jurisdiction of such courts for such purposes.







 


Agreed to this 7th day of November, 2011


 




	 BioNeutral Group Inc.	 	 	Vinfluence Pty Ltd	 
	 	 	 	 	 	 
	By:	
/s/Andrew Kielbania

	 	By:   	
/s/ Wayne Johnson

	 
	 	
Andrew Kielbania

	 	 	
Wayne Johnson

	 
	 	 	 	 	 	 







 


 





  





2











  






 




 



	  	
Type

	
Date

	 	
Num

	 	
Schedule 1 – Schedule of Debt


 


 


Memo

	 	
Due Date

	 	
Aging

	 	 	
Open Balance

	 
	
91Midtown

	  	  	 	 	 	  	 	  	 	 	 	 	 	 
	  	
Bill

	
07/13/2011

	 	5413	 	
AP/11/0451 - PRODUCT SHEETS AND BOOTH EXP APIC

	 	
08/12/2011

	 	 	55	 	 	 	11,460.00	 
	  	
Bill

	
07/13/2011

	 	5414	 	
AP/11/0451 - BAL WEB DEVELOPMENT EXP

	 	
08/12/2011

	 	 	55	 	 	 	6,905.00	 
	
Total 91Midtown

	  	  	 	 	 	  	 	  	 	 	 	 	 	 	18,365.00	 
	
ACRYLIC RESINS

	  	  	 	 	 	  	 	  	 	 	 	 	 	 	 	 
	  	
Bill

	
03/31/2011

	 	
INV125650

	 	
AP/11/0374

	 	
04/30/2011

	 	 	159	 	 	 	1,275.50	 
	  	
Bill

	
04/19/2011

	 	
INV0131155

	 	
AP/11/0390 - freight chgs for KY

	 	
05/19/2011

	 	 	140	 	 	 	572.85	 
	  	
Bill

	
04/28/2011

	 	
INV0133861

	 	
AP/11/0390 - PURCHASE OF 32 GAL

	 	
05/28/2011

	 	 	131	 	 	 	460.37	 
	  	
Bill

	
04/28/2011

	 	
INV0133859

	 	
AP/11/0390 - PURCHASE OF 16 GAL

	 	
05/28/2011

	 	 	131	 	 	 	192.32	 
	  	
Bill

	
09/01/2011

	 	144262	 	
AP/11/0518

	 	
10/01/2011

	 	 	5	 	 	 	5,433.04	 
	
Total ACRYLIC RESINS

	  	  	 	 	 	  	 	  	 	 	 	 	 	 	7,934.08	 
	
Advanced Chemical Sensors Inc

	  	  	 	 	 	  	 	  	 	 	 	 	 	 	 	 
	  	
Bill

	
11/30/2009

	 	
GE4964

	 	
AP/09/0045 - LAB SUPPLIES

	 	
12/10/2009

	 	 	665	 	 	 	676.00	 
	  	
Bill

	
11/30/2009

	 	
GE5005

	 	
AP/09/0045 - LAB SUPPLIES

	 	
12/10/2009

	 	 	665	 	 	 	1,348.00	 
	
Total Advanced Chemical Sensors Inc

	  	  	 	 	 	  	 	  	 	 	 	 	 	 	2,024.00	 
	
Alison Graham

	  	  	 	 	 	  	 	  	 	 	 	 	 	 	 	 
	  	
Bill

	
05/31/2011

	 	
WEB DEVELOP

	 	
AP/11/0403 - WEB DEVELOPMENT - GRAPHIC DESIGN CHGS

	 	
06/30/2011

	 	 	98	 	 	 	2,000.00	 
	
Total Alison Graham

	  	  	 	 	 	  	 	  	 	 	 	 	 	 	2,000.00	 
	
ANA PEREZ

	  	  	 	 	 	  	 	  	 	 	 	 	 	 	 	 
	  	
Bill

	
02/01/2011

	 	 	 	
AP/10/0356 - ADMIN SERVICES

	 	
03/03/2011

	 	 	217	 	 	 	2,144.63	 
	  	
Bill

	
02/28/2011

	 	 	 	
AP/10/0356 - ADMIN SERVICES

	 	
03/30/2011

	 	 	190	 	 	 	2,175.11	 
	  	
Bill

	
03/01/2011

	 	 	 	
AP/10/0356 - ADMIN SERVICES

	 	
03/31/2011

	 	 	189	 	 	 	2,935.00	 
	  	
Bill

	
03/31/2011

	 	 	 	
AP/10/0356 - ADMIN SERVICES

	 	
04/30/2011

	 	 	159	 	 	 	2,223.00	 
	  	
Bill

	
06/30/2011

	 	
APRIL 2011

	 	
AP/10/0433 - ADMIN SERVICES

	 	
07/30/2011

	 	 	68	 	 	 	2,294.25	 
	  	
Bill

	
06/30/2011

	 	
MAY 2011

	 	
AP/10/0433 - ADMIN SERVICES

	 	
07/30/2011

	 	 	68	 	 	 	2,351.25	 
	  	
Bill

	
06/30/2011

	 	
JUNE 2011

	 	
AP/10/0433 - ADMIN SERVICES

	 	
07/30/2011

	 	 	68	 	 	 	3,548.25	 
	 Total ANA PEREZ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	17,671.49	 












  





3











  













	
Anslow & Jaclin

	  	  	 	 	 	  	  	 	 	 
	  	
Bill

	
07/30/2009

	 	 	 	  	
08/09/2009

	 	 	3,525.00	 
	  	
Bill

	
10/31/2009

	 	
VARIOUS

	 	
LEGAL FEES

	
11/10/2009

	 	 	18,195.00	 
	
Total Anslow & Jaclin

	  	  	 	 	 	  	  	 	 	25,220.00	 
	
Asset Location and Recovery Interntional

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
03/16/2010

	 	201031-1	 	
AP/10/0135 - EIN AND BLANK CHECK SEARCH EXP

	
04/15/2010

	 	 	1,590.00	 
	
Total Asset Location and Recovery Interntional

	  	  	 	 	 	  	  	 	 	1,590.00	 
	
ATS LABS

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
05/03/2010

	 	01011910	 	
AP/09/0160 - TESTING

	
06/02/2010

	 	 	50.00	 
	
Total ATS LABS

	  	  	 	 	 	  	  	 	 	50.00	 
	
AXIOM VALUATION SOLUTIONS

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
06/30/2011

	 	
IP VALUATION

	 	
AP/10/0449 - ASSET VALUATION

	
07/30/2011

	 	 	6,500.00	 
	
Total AXIOM VALUATION SOLUTIONS

	  	  	 	 	 	  	  	 	 	6,500.00	 
	
Bartolomei & Pucciarelli

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
10/31/2010

	 	
INV - JUNE TIME

	 	
AP/10/0245 - BALANCE PER STMT - AUDIT FEES 06/30/10

	
11/30/2010

	 	 	9,000.00	 
	  	
Bill

	
09/30/2011

	 	
FINA BILL

	 	
AP/11/0514 - BALANCE PER STMT - AUDIT FEES TRANSITION

	
10/30/2011

	 	 	4,000.00	 
	
Total Bartolomei & Pucciarelli

	  	  	 	 	 	  	  	 	 	13,000.00	 
	
Brian Delle Donna

	  	  	 	 	 	  	  	 	 	 	 
	  	
General Journal

	
12/31/2006

	 	
JTC-74

	 	
Reclass

	  	 	 	27,430.00	 
	
Total Brian Delle Donna

	  	  	 	 	 	  	  	 	 	27,430.00	 





 




  





4











  






 



	
BUSINESS WIRE

	  	  	 	 	 	  	  	 	 	 
	  	
Bill

	
01/31/2010

	 	3603045	 	
AP/10/0079 - INVESTOR RELATION EXP

	
03/02/2010

	 	 	595.00	 
	  	
Bill

	
01/31/2010

	 	3604549	 	
AP/10/0079 - INVESTOR RELATION EXP

	
03/02/2010

	 	 	485.00	 
	  	
Bill

	
01/31/2010

	 	3605173	 	
AP/10/0079 - INVESTOR RELATION EXP

	
03/02/2010

	 	 	430.00	 
	
Total BUSINESS WIRE

	  	  	 	 	 	  	  	 	 	1,510.00	 
	
CABLEVISION

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
09/30/2011

	 	
SEP 2011

	 	
AP/10/0521 - TELEPHONE AND FAX BILL

	
10/30/2011

	 	 	258.83	 
	
Total CABLEVISION

	  	  	 	 	 	  	  	 	 	258.83	 
	
Chernoff Group

	  	  	 	 	 	  	  	 	 	 	 
	  	
General Journal

	
04/30/2010

	 	
AE/2Q/10/11

	 	
TO CORRECT EXP RECLASS TO CHERTOFF GROUP

	 	 	-65,500.00	 
	  	
General Journal

	
10/31/2010

	 	
AJE/Q3-09/10

	 	
write off chertoff payable

	  	 	 	-75,000.00	 
	  	
Bill

	
11/02/2009

	 	
Agreement 9/30/09

	 	
AP/09/0001 - Advisory Agreement dt 09/30/09

	
11/12/2009

	 	 	37,500.00	 
	  	
Bill

	
01/04/2010

	 	
Agreement dt 9/30/09

	 	
AP/10/0002 - Advisory Agreement dt 09/30/09

	
01/14/2010

	 	 	75,000.00	 
	  	
Bill

	
05/01/2010

	 	
MAY 10 RETAINER

	 	
AP/10/0137 - Monthly Retainer MAY 10

	
05/31/2010

	 	 	28,000.00	 
	
Total Chernoff Group

	  	  	 	 	 	  	  	 	 	0.00	 
	
Continental Corporate Services Inc

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
05/01/2011

	 	58562	 	
AP/11/0394 - SERVICE FEE FOR DE docs

	
05/31/2011

	 	 	263.33	 
	  	
Bill

	
05/01/2011

	 	59464	 	
AP/11/0394 - SERVICE FEE FILING ORGANIZATION DOCS

	
05/31/2011

	 	 	554.00	 
	  	
Bill

	
05/01/2011

	 	59582	 	
AP/11/0394 - SERVICE FEE UCC SEARCH

	
05/31/2011

	 	 	1,516.58	 
	
Total Continental Corporate Services Inc

	  	  	 	 	 	  	  	 	 	2,333.91	 
	
Corporate Stock Transfer

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
09/01/2011

	 	36747	 	
AP/09/0491 - PER STMT - INVESTOR RELATIONS

	
10/01/2011

	 	 	578.23	 
	
Total Corporate Stock Transfer

	  	  	 	 	 	  	  	 	 	578.23	 
	
Corporation Service Company

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
06/30/2011

	 	72151413	 	
AP/11/0441 - REGISTERED AGENT SERVICES - NEVADA

	
07/30/2011

	 	 	341.00	 
	  	
Bill

	
06/30/2011

	 	72765372	 	
AP/11/0441 - REGISTERED AGENT SERVICES - NEVADA

	
07/30/2011

	 	 	356.00	 
	
Total Corporation Service Company

	  	  	 	 	 	  	  	 	 	697.00	 





 




  





5











  






 



	
David Filler Esq

	  	  	 	 	 	  	  	 	 	 
	  	
Bill

	
05/01/2011

	 	
Jan Retainer

	 	
AP/11/0401 - Jan 2011 Retainer Fee legal Services

	
05/31/2011

	 	 	10,000.00	 
	  	
Bill

	
05/01/2011

	 	
Feb Retainer

	 	
AP/11/0401 - Feb 2011 Retainer Fee legal Services

	
05/31/2011

	 	 	10,000.00	 
	  	
Bill

	
05/01/2011

	 	
March Retainer

	 	
AP/11/0401 - MArch 2011 Retainer Fee legal Services

	
05/31/2011

	 	 	10,000.00	 
	  	
Bill

	
05/01/2011

	 	
April Retainer

	 	
AP/11/0401 - April 2011 Retainer Fee legal Services

	
05/31/2011

	 	 	10,000.00	 
	  	
Bill

	
05/01/2011

	 	
May Retainer

	 	
AP/11/0401 - May 2011 Retainer Fee legal Services

	
05/31/2011

	 	 	10,000.00	 
	  	
Bill

	
06/30/2011

	 	
RETAINER

	 	
AP/11/0429 - JUNE 2011 Retainer Fee legal Services

	
07/30/2011

	 	 	10,000.00	 
	  	
Bill

	
06/30/2011

	 	48	 	
AP/11/0452 - TRAVELLING, BOARDING & LODGING EXP REIMBT

	
07/30/2011

	 	 	3,000.20	 
	  	
Bill

	
06/30/2011

	 	49	 	
AP/11/0452 - TRAVEL TICKETS EXP

	
07/30/2011

	 	 	1,510.91	 
	  	
Bill

	
06/30/2011

	 	50	 	
AP/11/0452 - TRAVEL TICKETS EXP

	
07/30/2011

	 	 	1,292.68	 
	  	
Bill

	
06/30/2011

	 	51	 	
AP/11/0452 - DOMAIN REGN EXP

	
07/30/2011

	 	 	4,470.90	 
	  	
Bill

	
07/01/2011

	 	0059	 	
AP/11/0453 - JULY 2011 Retainer Fee legal Services

	
07/31/2011

	 	 	10,000.00	 
	
Total David Filler Esq

	  	  	 	 	 	  	  	 	 	80,274.69	 
	
DTCC

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
02/28/2009

	 	 	 	  	
03/10/2009

	 	 	1,950.00	 
	  	
Bill

	
05/31/2011

	 	513465	 	
AP/11/0396  SPR CREATION CHGS

	
06/30/2011

	 	 	570.00	 
	
Total DTCC

	  	  	 	 	 	  	  	 	 	2,520.00	 
	
Duane Morris LLP

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
06/12/2008

	 	 	 	  	
06/22/2008

	 	 	507.86	 
	  	
Bill

	
06/12/2008

	 	 	 	  	
06/22/2008

	 	 	401.00	 
	  	
Bill

	
06/12/2008

	 	 	 	  	
06/22/2008

	 	 	555.32	 
	  	
Bill

	
06/12/2008

	 	 	 	  	
06/22/2008

	 	 	405.00	 
	  	
Bill

	
07/22/2008

	 	 	 	  	
08/01/2008

	 	 	3,975.00	 
	  	
Bill

	
07/22/2008

	 	 	 	  	
08/01/2008

	 	 	265.80	 
	  	
Bill

	
07/22/2008

	 	 	 	  	
08/01/2008

	 	 	265.00	 





 




  





6











  






 



	  	
Bill

	
08/08/2008

	 	 	 	  	
08/18/2008

	 	 	2,376.40	 
	  	
Bill

	
08/08/2008

	 	 	 	  	
08/18/2008

	 	 	530.00	 
	  	
Bill

	
08/08/2008

	 	 	 	  	
08/18/2008

	 	 	540.86	 
	  	
Bill

	
08/08/2008

	 	 	 	  	
08/18/2008

	 	 	1,060.00	 
	  	
Bill

	
08/22/2008

	 	 	 	  	
09/01/2008

	 	 	2,665.00	 
	  	
Bill

	
08/27/2008

	 	 	 	  	
09/06/2008

	 	 	1,055.00	 
	  	
Bill

	
08/29/2008

	 	 	 	  	
09/08/2008

	 	 	6,217.00	 
	  	
Bill

	
09/11/2008

	 	 	 	  	
09/21/2008

	 	 	3,560.00	 
	  	
Bill

	
09/23/2008

	 	 	 	  	
10/03/2008

	 	 	285.00	 
	  	
Bill

	
10/20/2008

	 	 	 	  	
10/30/2008

	 	 	280.00	 
	  	
Bill

	
10/27/2009

	 	
VARIOUS

	 	
LEGAL FEES

	
11/06/2009

	 	 	5,823.13	 
	
Total Duane Morris LLP

	  	  	 	 	 	  	  	 	 	30,767.37	 
	
EDC

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
07/01/2010

	 	38482403	 	
AP/10/0171 - MONTHLY RENT JUNE 10

	
07/31/2010

	 	 	298.42	 
	  	
Bill

	
07/01/2010

	 	384482286	 	
AP/10/0179 - MONTHLY RENT JULY 10

	
07/31/2010

	 	 	2,649.21	 
	  	
Bill

	
08/01/2010

	 	38482499	 	
AP/10/0215 - MONTHLY RENT AUG 10

	
08/31/2010

	 	 	2,649.21	 
	  	
Bill

	
08/17/2010

	 	
FC250

	 	
AP/10/0215 - MONTHLY RENT AUG 10 - FIN CHGS

	
09/16/2010

	 	 	151.33	 
	  	
Bill

	
09/01/2010

	 	38482595	 	
AP/10/0215 - MONTHLY RENT SEP 10

	
10/01/2010

	 	 	2,834.04	 
	  	
Bill

	
10/01/2010

	 	38482698	 	
AP/10/0215 - MONTHLY RENT OCT 10

	
10/31/2010

	 	 	2,834.04	 
	  	
Bill

	
11/01/2010

	 	
NOV RENT

	 	
AP/10/0317 - MONTHLY RENT NOV 11

	
12/01/2010

	 	 	2,834.04	 
	  	
Bill

	
12/01/2010

	 	38482896	 	
AP/10/0274 - MONTHLY RENT DEC 10

	
12/31/2010

	 	 	2,834.04	 
	  	
Bill

	
01/01/2011

	 	38482991	 	
AP/10/0266 - MONTHLY RENT JAN 11

	
01/31/2011

	 	 	2,834.04	 
	  	
Bill

	
02/01/2011

	 	38483102	 	
AP/10/0320 - MONTHLY RENT FEB 11

	
03/03/2011

	 	 	2,834.04	 
	  	
Bill

	
03/01/2011

	 	38483193	 	
AP/10/0372 - MONTHLY RENT FEB 11

	
03/31/2011

	 	 	2,834.04	 
	  	
Bill

	
03/08/2011

	 	38483271	 	
AP/10/0372 - KEY CHARGES

	
04/07/2011

	 	 	5.00	 
	  	
Bill

	
04/01/2011

	 	38483295	 	
AP/10/0372 - APRIL RENT

	
05/01/2011

	 	 	2,834.04	 
	  	
Bill

	
05/01/2011

	 	38483386	 	
AP/10/0389 - MAY RENT

	
05/31/2011

	 	 	2,834.04	 
	  	
Bill

	
05/31/2011

	 	
FC565

	 	
AP/10/0399 - FINANCE CHARGES - PAT DUE

	
06/30/2011

	 	 	680.69	 
	  	
Bill

	
06/01/2011

	 	38483476	 	
AP/10/0399 - JUNE RENT

	
07/01/2011

	 	 	2,834.04	 
	  	
Bill

	
07/01/2011

	 	38483580	 	
AP/10/0439 - JULY RENT

	
07/31/2011

	 	 	2,834.04	 
	  	
Bill

	
08/01/2011

	 	38483672	 	
AP/10/0464 - JULY RENT

	
08/31/2011

	 	 	2,834.04	 
	  	
Bill

	
09/01/2011

	 	38483748	 	
AP/11/0500 - SEP RENT

	
10/01/2011

	 	 	2,834.04	 
	  	
Bill

	
10/01/2011

	 	38483867	 	
AP/11/0506 - JULY RENT

	
10/31/2011

	 	 	2,834.04	 
	
Total EDC

	  	  	 	 	 	  	  	 	 	46,110.42	 





 




  





7











  






 



	
First Insurance Funding Corp

	  	  	 	 	 	  	  	 	 	 
	  	
Bill

	
04/30/2011

	 	
APRIL pROD

	 	
AP/10/0385 -PROD PREMIUM

	
05/30/2011

	 	 	558.57	 
	
Total First Insurance Funding Corp

	  	  	 	 	 	  	  	 	 	558.57	 
	
Friedman LLP

	  	  	 	 	 	  	  	 	 	 	 
	  	
General Journal

	
12/31/2006

	 	
JTC-75

	 	
Reclass

	  	 	 	6,720.75	 
	  	
Bill

	
09/28/2007

	 	428556	 	  	
10/08/2007

	 	 	8,393.21	 
	
Total Friedman LLP

	  	  	 	 	 	  	  	 	 	15,113.96	 
	
Ganfer & Shore LLP

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
11/25/2008

	 	24625	 	
Legal Fees

	
12/05/2008

	 	 	5,308.25	 
	  	
Bill

	
03/08/2010

	 	37372	 	
AP/10/0117 - LEGAL FEES

	
04/07/2010

	 	 	380.00	 
	  	
Bill

	
03/31/2010

	 	38454	 	
AP/10/0136 - LEGAL FEES

	
04/30/2010

	 	 	239.60	 
	
Total Ganfer & Shore LLP

	  	  	 	 	 	  	  	 	 	5,927.85	 
	
Greenberg Traurig LLP

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
08/12/2009

	 	2482937	 	
LEGAL FEES INV # 2482937

	
08/22/2009

	 	 	14,251.50	 
	  	
Bill

	
09/10/2009

	 	2503590	 	
LEGAL FEES INV # 2503590

	
09/20/2009

	 	 	18,485.24	 
	  	
Bill

	
10/08/2009

	 	2525251	 	
LEGAL FEES INV # 225251

	
10/18/2009

	 	 	1,120.00	 
	
Total Greenberg Traurig LLP

	  	  	 	 	 	  	  	 	 	33,856.74	 
	
HAYDEN IR

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
08/18/2010

	 	1	 	
AP/10/0214 - PR EXP

	
09/17/2010

	 	 	3,500.00	 
	  	
Bill

	
09/14/2010

	 	2	 	
AP/10/0217 - PR EXP

	
10/14/2010

	 	 	3,643.00	 
	  	
Bill

	
10/13/2010

	 	3	 	
AP/10/0227 - PR EXP

	
11/12/2010

	 	 	3,593.00	 
	  	
Bill

	
12/15/2010

	 	5	 	
AP/10/0273 - PR EXP

	
01/14/2011

	 	 	3,500.00	 
	
Total HAYDEN IR

	  	  	 	 	 	  	  	 	 	14,236.00	 





 




  





8











  






 



	
Hogan & Hartson

	  	  	 	 	 	  	  	 	 	 
	  	
Bill

	
01/21/2010

	 	1844756	 	
AP/09/0060 - EPA EXPENSES

	
01/31/2010

	 	 	1,443.75	 
	  	
Bill

	
01/31/2010

	 	1851270	 	
AP/09/0076 - EPA EXPENSES

	
03/02/2010

	 	 	1,050.00	 
	  	
Bill

	
03/18/2010

	 	1856472	 	
AP/09/0122 - EPA EXPENSES

	
04/17/2010

	 	 	4,462.50	 
	  	
Bill

	
04/23/2010

	 	1864253	 	
AP/09/0144 - EPA EXPENSES

	
05/23/2010

	 	 	2,440.51	 
	
Total Hogan & Hartson

	  	  	 	 	 	  	  	 	 	9,396.76	 
	
Internal Revenue Service

	  	  	 	 	 	  	  	 	 	 	 
	  	
General Journal

	
10/31/2008

	 	
JC 124

	 	
Reclass

	  	 	 	1,535.15	 
	
Total Internal Revenue Service

	  	  	 	 	 	  	  	 	 	1,535.15	 
	
IRG

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
05/17/2010

	 	
JUNE 2010

	 	
AP/09/0158 - INVESTOR RELATIONS-JUNE

	
06/16/2010

	 	 	6,000.00	 
	
Total IRG

	  	  	 	 	 	  	  	 	 	6,000.00	 
	
Jet Environemntal

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
10/19/2009

	 	09-344	 	
EPA FILING FEES

	
10/29/2009

	 	 	1,780.00	 
	
Total Jet Environemntal

	  	  	 	 	 	  	  	 	 	1,780.00	 
	
Lowenstein Sandler PC

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
01/31/2010

	 	562687	 	
AP/09/0029 - LEGAL FEES FOR JAN 10

	
02/10/2010

	 	 	74,660.10	 
	  	
Bill

	
01/31/2010

	 	557473	 	
AP/09/0082 - LEGAL FEES FOR JAN 10

	
03/02/2010

	 	 	3,873.12	 
	  	
Bill

	
01/31/2010

	 	557474	 	
AP/09/0082 - LEGAL FEES FOR JAN 10

	
03/02/2010

	 	 	5,873.00	 
	  	
Bill

	
01/31/2010

	 	559607	 	
AP/09/0082 - LEGAL FEES FOR JAN 10

	
03/02/2010

	 	 	4,224.00	 
	  	
Bill

	
01/31/2010

	 	562644	 	
AP/09/0082 - LEGAL FEES FOR JAN 10

	
03/02/2010

	 	 	16,961.16	 
	  	
Bill

	
02/28/2010

	 	564290	 	
AP/09/0101 - LEGAL FEES FOR FEB 10

	
03/30/2010

	 	 	123,998.13	 
	  	
Bill

	
04/23/2010

	 	568073	 	
AP/09/0138 - LEGAL FEES FOR MARCH 10

	
05/23/2010

	 	 	21,745.69	 





 




  





9











  






 


	  	
Bill

	
04/23/2010

	 	
568074

	
AP/09/0138 - LEGAL FEES FOR MARCH 10

	
05/23/2010

	 	
73,270.72


	  	
Bill

	
04/30/2010

	 	
570249-UNRECORD

	
AP/09/0149 - LEGAL FEES FOR APRIL 10

	
05/30/2010

	 	
17,566.96


	  	
Bill

	
05/31/2010

	 	
571256

	
AP/09/0181 - LEGAL FEES FOR MAY 10

	
06/30/2010

	 	
9,509.35


	  	
Bill

	
07/31/2010

	 	
STMT 07/30/10

	
AP/09/0199 - BAL LEGAL FEES FOR JULY 10

	
08/30/2010

	 	
5,012.39


	
Total Lowenstein Sandler PC

	  	  	 	  	  	  	 	
356,694.62


	
MARCUM LLP

	  	  	 	  	  	  	 	  
	  	
Bill

	
02/28/2011

	 	
FEB INVOICE

	
AP/10/0387 - AUDIT FEES 10K and Q WORK

	
03/30/2011

	 	
11,000.00


	  	
Bill

	
03/31/2011

	 	
MARCH INVOICE

	
AP/10/0388 - AUDIT  Q1 AND OTHER ISSUES

	
04/30/2011

	 	
45,500.00


	  	
Bill

	
09/30/2011

	 	
198991

	
AP/10/0520 - AUDIT  Q3 AND OTHER ISSUES

	
10/30/2011

	 	
5,000.00


	
Total MARCUM LLP

	  	  	 	  	  	  	 	
61,500.00


	
Marketwire Inc

	  	  	 	  	  	  	 	  
	  	
Bill

	
01/31/2010

	 	
1651612

	
AP/10/0081 - INVESTOR RELATIONS

	
03/02/2010

	 	
4,706.25


	
Total Marketwire Inc

	  	  	 	  	  	  	 	
4,706.25


	
Martin Marion

	  	  	 	  	  	  	 	  
	  	
Bill

	
07/05/2011

	 	
RETINAER

	
AP/11/0450 - BUSINESS DEVELOPMENT EXP

	
08/04/2011

	 	
5,000.00


	
Total Martin Marion

	  	  	 	  	  	  	 	
5,000.00


	
Michael DiGiovana

	  	  	 	  	  	  	 	  
	 	General Journal	
12/31/2007

	 	
adj 9

	
11,500.00

	 	 	 
	 	General Journal	
01/31/2009

	 	
AE/9Q/15

	
-483.22

	 	 	 
	 	General Journal	
02/01/2009

	 	
AE/9Q/15R

	
REVERSAL OF ADJ ENTRY AS OF 01/31/09

	 	 	
483.22


	  	
General Journal

	
04/30/2009

	 	
AE/2Q/09/15

	
-483.22

	  	 	  
	  	
General Journal

	
05/01/2009

	 	
AE/2Q/9/R15

	
REVERSAL OF 04/30/09 AE

	  	 	
483.22


	  	
General Journal

	
07/31/2009

	 	
AJE/Q3-09/4

	
-483.22

	  	 	  
	  	
General Journal

	
08/01/2009

	 	
AJE/Q3-09/7

	  	  	 	
483.22


	
Total Michael DiGiovana

	  	  	 	  	  	  	 	
11,500.00





 




  





10











  






 



	
Mike O'Reilly

	  	  	 	 	 	  	  	 	 	 
	  	
General Journal

	
12/31/2006

	 	
JTC-73

	 	
Reclass

	  	 	 	53,150.09	 
	
Total Mike O'Reilly

	  	  	 	 	 	  	  	 	 	53,150.09	 
	
MINUTEMAN PRESS

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
10/14/2010

	 	 	44730	 	
AP/10/0225 - BUSINESS CARDS PRINT CHGS

	
11/13/2010

	 	 	17.38	 
	
Total MINUTEMAN PRESS

	  	  	 	 	 	 	  	  	 	 	17.38	 
	
NEW MILLENNIUM PR COMMUNICATIONS INC

	  	  	 	 	 	 	  	  	 	 	 	 
	  	
Bill

	
08/18/2010

	 	 	403701	 	
AP/10/0216 - PROFESSIONAL FEES - IR SEP 10

	
09/17/2010

	 	 	5,000.00	 
	
Total NEW MILLENNIUM PR COMMUNICATIONS INC

	  	  	 	 	 	 	  	  	 	 	5,000.00	 
	
NORTH 6TH AGENCY INC

	  	  	 	 	 	 	  	  	 	 	 	 
	  	
Bill

	
01/17/2011

	 	 	11-2A	 	
AP/10/00296 - Retainer and New Web Design

	
02/16/2011

	 	 	4,500.00	 
	  	
Bill

	
02/01/2011

	 	 	101177121	 	
AP/10/00327 - PR work

	
03/03/2011

	 	 	295.00	 
	
Total NORTH 6TH AGENCY INC

	  	  	 	 	 	 	  	  	 	 	4,795.00	 
	
OLSHAN GRUNDMAN FROME ROSENZWEIG LLP

	  	  	 	 	 	 	  	  	 	 	 	 
	  	
Bill

	
03/07/2011

	 	 	153544	 	
AP/11/0336 - GENERAL CORP MATTERS

	
04/06/2011

	 	 	23,106.78	 
	  	
Bill

	
03/31/2011

	 	 	154299	 	
AP/11/0357 - GENERAL CORP MATTERS

	
04/30/2011

	 	 	19,405.05	 
	  	
Bill

	
05/31/2011

	 	 	155387	 	
AP/11/0434 - GENERAL CORP MATTERS

	
06/30/2011

	 	 	3,053.31	 
	  	
Bill

	
07/01/2011

	 	 	154807	 	
AP/11/0440 - GENERAL CORP MATTERS

	
07/31/2011

	 	 	7,461.56	 
	  	
Bill

	
07/15/2011

	 	 	155880	 	
AP/11/0463 - GENERAL CORP MATTERS

	
08/14/2011

	 	 	3,220.00	 
	  	
Bill

	
08/04/2011

	 	 	156435	 	
AP/11/0469 - GENERAL CORP MATTERS

	
09/03/2011

	 	 	567.70	 
	  	
Bill

	
08/11/2011

	 	 	156761	 	
AP/11/0466 - GENERAL CORP MATTERS

	
09/10/2011

	 	 	1,011.72	 
	
Total OLSHAN GRUNDMAN FROME ROSENZWEIG LLP

	  	  	 	 	 	 	  	  	 	 	57,826.12	 





 




  





11











  






 



	
OSTROW KAUFMAN LLP

	  	  	 	 	 	  	  	 	 	 
	  	
Bill

	
05/18/2011

	 	2656	 	
AP/11/0398 - PATENT RETAINER FEE - AGREEMENT IS WITH ANDY

	
06/17/2011

	 	 	1,498.00	 
	  	
Bill

	
05/18/2011

	 	2658	 	
AP/11/0398 - PATENT RETAINER FEE - AGREEMENT IS WITH ANDY

	
06/17/2011

	 	 	460.00	 
	  	
Bill

	
05/18/2011

	 	2659	 	
AP/11/0398 - PATENT RETAINER FEE - AGREEMENT IS WITH ANDY

	
06/17/2011

	 	 	400.00	 
	  	
Bill

	
05/18/2011

	 	2657	 	
AP/11/0398 - PATENT RETAINER FEE - AGREEMENT IS WITH ANDY

	
06/17/2011

	 	 	120.00	 
	
Total OSTROW KAUFMAN LLP

	  	  	 	 	 	  	  	 	 	2,478.00	 
	
Philip Tierno

	  	  	 	 	 	  	  	 	 	 	 
	  	
General Journal

	
12/31/2006

	 	
JTC-72

	 	
Reclass

	  	 	 	70,000.00	 
	  	
General Journal

	
01/31/2008

	 	
JC 10

	 	  	  	 	 	7,000.00	 
	  	
General Journal

	
02/28/2008

	 	
JC 11

	 	  	  	 	 	7,000.00	 
	  	
General Journal

	
03/31/2008

	 	
JC 12

	 	  	  	 	 	7,000.00	 
	  	
General Journal

	
04/30/2008

	 	
JC 13

	 	  	  	 	 	7,000.00	 
	  	
General Journal

	
05/31/2008

	 	
JC 29

	 	  	  	 	 	7,000.00	 
	  	
General Journal

	
06/30/2008

	 	
JC 30

	 	  	  	 	 	7,000.00	 





 




  





12











  






 



	 	
General Journal

	
07/31/2008

	 	
JC 31

	  	  	 	 	7,000.00	 
	  	
General Journal

	
08/31/2008

	 	
JC 32

	  	  	 	 	7,000.00	 
	  	
General Journal

	
09/30/2008

	 	
JC 33

	  	  	 	 	7,000.00	 
	  	
General Journal

	
10/31/2008

	 	
JC 34

	  	  	 	 	7,000.00	 
	  	
General Journal

	
11/30/2008

	 	
JC 35

	  	  	 	 	7,000.00	 
	  	
General Journal

	
12/31/2008

	 	
JC 36

	  	  	 	 	7,000.00	 
	  	
General Journal

	
01/29/2009

	 	
JC 97

	  	  	 	 	7,000.00	 
	  	
General Journal

	
10/31/2009

	 	
AE11

	
TO RECORD AMOUNTS DUE PHILIP TIERNO FOR Q4

	 	 	21,000.00	 
	  	
General Journal

	
01/31/2010

	 	
AE/10Q/11

	
TO RECORD TIERNO CONSULTING FEES FOR Q1

	 	 	21,000.00	 
	  	
General Journal

	
04/30/2010

	 	
AE/2Q/10/13

	
TO RECORD TIERNO CONSULTING FEES FOR Q2

	 	 	21,000.00	 
	  	
General Journal

	
07/31/2010

	 	
AJE/Q3/10

	
RECORD 3RD QTR CONSULTING FEE CAPITALIZED

	 	 	21,000.00	 
	  	
General Journal

	
10/31/2010

	 	
AJE/Q3-09/8

	
Tierno Q4

	  	 	 	21,000.00	 
	  	
General Journal

	
01/31/2011

	 	
ADJ_2011_Q5

	
Record Q1-2011 expense

	  	 	 	21,000.00	 
	  	
General Journal

	
04/30/2011

	 	
ADJ_2011_Q2

	
Record Q2-2011 expense

	  	 	 	21,000.00	 
	  	
General Journal

	
07/31/2011

	 	
ADJ_2011_Q3

	
PHILIP TIERN'S COST CAPITALIZED $7K PM

	  	 	 	21,000.00	 
	  	
Bill

	
12/31/2007

	 	  	  	
01/10/2008

	 	 	84,000.00	 
	  	
Bill

	
02/17/2009

	 	  	  	
02/27/2009

	 	 	7,000.00	 
	  	
Bill

	
03/31/2009

	 	  	  	
04/10/2009

	 	 	7,000.00	 
	  	
Bill

	
04/30/2009

	 	  	  	
05/10/2009

	 	 	7,000.00	 





 




  





13











  






 



	  	
Bill

	
05/31/2009

	 	 	 	  	
06/10/2009

	 	 	7,000.00	 
	  	
Bill

	
06/30/2009

	 	 	 	  	
07/10/2009

	 	 	7,000.00	 
	  	
Bill

	
07/31/2009

	 	 	 	  	
08/10/2009

	 	 	7,000.00	 
	
Total Philip Tierno

	  	  	 	 	 	  	  	 	 	455,000.00	 
	
PR NEWSWIRE - PRO ACTIVE

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
06/30/2011

	 	101286616	 	
AP/11/0444 - IR SERVICES

	
07/30/2011

	 	 	1,360.00	 
	  	
Bill

	
06/30/2011

	 	1012813978	 	
AP/11/0444 - IR SERVICES

	
07/30/2011

	 	 	400.00	 
	  	
Bill

	
06/30/2011

	 	101281404	 	
AP/11/0444 - IR SERVICES

	
07/30/2011

	 	 	400.00	 
	  	
Bill

	
06/30/2011

	 	101281397	 	
AP/11/0444 - IR SERVICES

	
07/30/2011

	 	 	400.00	 
	
Total PR NEWSWIRE - PRO ACTIVE

	  	  	 	 	 	  	  	 	 	2,560.00	 
	
PR NEWSWIRE ASSOCIATION LLC

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
01/31/2011

	 	
954816-JAN 2011

	 	
AP/10/0314 INVESTOR RELATIONS EXP

	
03/02/2011

	 	 	4,490.00	 
	  	
Bill

	
02/03/2011

	 	77121	 	
AP/10/0358 INVESTOR RELATIONS EXP

	
03/05/2011

	 	 	795.00	 
	  	
Bill

	
02/28/2011

	 	96528	 	
AP/10/0358 INVESTOR RELATIONS EXP

	
03/30/2011

	 	 	1,005.00	 
	  	
Bill

	
03/01/2011

	 	97795	 	
AP/10/0359 INVESTOR RELATIONS EXP

	
03/31/2011

	 	 	795.00	 
	  	
Bill

	
03/08/2011

	 	03028	 	
AP/10/0359 INVESTOR RELATIONS EXP

	
04/07/2011

	 	 	900.00	 
	  	
Bill

	
03/15/2011

	 	08689	 	
AP/10/0359 INVESTOR RELATIONS EXP

	
04/14/2011

	 	 	1,005.00	 
	  	
Bill

	
03/25/2011

	 	16933	 	
AP/10/0359 INVESTOR RELATIONS EXP

	
04/24/2011

	 	 	795.00	 
	  	
Bill

	
04/08/2011

	 	27469	 	
AP/10/0360 INVESTOR RELATIONS EXP

	
05/08/2011

	 	 	795.00	 
	  	
Bill

	
05/31/2011

	 	101237304	 	
AP/10/0443 INVESTOR RELATIONS EXP

	
06/30/2011

	 	 	1,110.00	 
	  	
Bill

	
05/31/2011

	 	101245429	 	
AP/10/0443 INVESTOR RELATIONS EXP

	
06/30/2011

	 	 	1,005.00	 
	
Total PR NEWSWIRE ASSOCIATION LLC

	  	  	 	 	 	  	  	 	 	12,695.00	 
	
Pratik M Dahule

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
09/28/2011

	 	
LAB ASST-SEP

	 	
AP/11/0516 - SEP TIME SHEET LAB ASST 106 HRS @ $12 P/HR

	
10/28/2011

	 	 	1,272.00	 
	
Total Pratik M Dahule

	  	  	 	 	 	  	  	 	 	1,272.00	 
	
Precision IR Inc.

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
01/30/2010

	 	
WA017861

	 	
AP/10/0046 - IR WEBSITE EXP

	
02/09/2010

	 	 	200.00	 
	  	
Bill

	
02/27/2010

	 	
NA017861

	 	
AP/10/0116 - IR WEBSITE EXP

	
03/29/2010

	 	 	200.00	 
	  	
Bill

	
04/01/2010

	 	516131	 	
AP/10/0134 - IR WEBSITE MAINTENANCE

	
05/01/2010

	 	 	200.00	 
	  	
Bill

	
04/01/2010

	 	5109751	 	
AP/10/0134 - IR WEBSITE MAINTENANCE

	
05/01/2010

	 	 	200.00	 
	  	
Bill

	
04/01/2010

	 	508055	 	
AP/10/0134 - IR WEBSITE MAINTENANCE

	
05/01/2010

	 	 	200.00	 
	  	
Bill

	
04/01/2010

	 	565590	 	
AP/10/0134 - IR WEBSITE MAINTENANCE

	
05/01/2010

	 	 	200.00	 
	  	
Bill

	
04/01/2010

	 	503055	 	
AP/10/0134 - IR WEBSITE MAINTENANCE

	
05/01/2010

	 	 	200.00	 
	  	
Bill

	
04/01/2010

	 	561460	 	
AP/10/0134 - IR WEBSITE MAINTENANCE

	
05/01/2010

	 	 	200.00	 
	  	
Bill

	
04/01/2010

	 	499733	 	
AP/10/0134 - IR WEBSITE MAINTENANCE

	
05/01/2010

	 	 	200.00	 
	  	
Bill

	
04/01/2010

	 	488204	 	
AP/10/0134 - IR WEBSITE MAINTENANCE

	
05/01/2010

	 	 	200.00	 
	  	
Bill

	
04/01/2010

	 	495796	 	
AP/10/0134 - IR WEBSITE MAINTENANCE

	
05/01/2010

	 	 	200.00	 
	
Total Precision IR Inc.

	  	  	 	 	 	  	  	 	 	2,200.00	 
	
ProActive Capital Resources Group LLC

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
07/08/2011

	 	1030	 	
AP/11/0435 - RETAINER -

	
08/07/2011

	 	 	4,000.00	 
	
Total ProActive Capital Resources Group LLC

	  	  	 	 	 	  	  	 	 	4,000.00	 
	
Product Safety Labs

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
09/01/2011

	 	1010620	 	
ap/11/0517 - LAB SUPPLIES

	
10/01/2011

	 	 	3,345.00	 
	
Total Product Safety Labs

	  	  	 	 	 	  	  	 	 	3,345.00	 





 




  





14











  






 



	
Reed Smith LLP

	  	  	 	 	 	  	  	 	 	 
	  	
General Journal

	
12/31/2007

	 	
JTC-77

	 	
Accrual

	  	 	 	1,299.10	 
	  	
General Journal

	
12/31/2007

	 	
AUDIT JC 3

	 	
Accrual to match Reed Smith outstanding balance

	 	 	73,477.66	 
	  	
General Journal

	
04/17/2008

	 	
JC 8

	 	  	  	 	 	35,850.95	 
	  	
Credit

	
10/31/2010

	 	
CREDIT

	 	
AP/10/0248 CREIDT GIVEN AS AGREED

	  	 	 	-58,448.29	 
	  	
General Journal

	
10/29/2010

	 	
AJE/Q3-09/4

	 	
legal fees Reed Smith for Q4 2010

	  	 	 	-50,000.00	 
	  	
Bill

	
12/28/2007

	 	 	 	  	
01/07/2008

	 	 	1,382.28	 
	  	
Bill

	
09/27/2010

	 	2045052	 	
AP/10/0248 - LEGAL SERVICES

	
10/27/2010

	 	 	59,678.84	 
	  	
Bill

	
10/14/2010

	 	2053286	 	
AP/10/0222 - LEGAL SERVICES

	
11/13/2010

	 	 	180.90	 
	  	
Bill

	
10/14/2010

	 	2053285	 	
AP/10/0222 - LEGAL SERVICES

	
11/13/2010

	 	 	301.50	 
	  	
Bill

	
10/31/2010

	 	2065720	 	
AP/10/0256 - LEGAL SERVICES-VARIOUS CORP MATTERS

	
11/30/2010

	 	 	32,114.65	 
	  	
Bill

	
10/31/2010

	 	2065701	 	
AP/10/0256 - LEGAL SERVICES-2010 PUBLIC OFFERINGS

	
11/30/2010

	 	 	35,000.00	 
	  	
Bill

	
01/17/2011

	 	2067736	 	
AP/10/0297 - LEGAL SERVICES

	
02/16/2011

	 	 	3,000.00	 
	  	
Bill

	
01/17/2011

	 	2035559	 	
AP/10/0297 - LEGAL SERVICES

	
02/16/2011

	 	 	2,036.70	 
	  	
Bill

	
01/17/2011

	 	2083680	 	
AP/10/0297 - LEGAL SERVICES

	
02/16/2011

	 	 	863.50	 
	  	
Bill

	
01/17/2011

	 	2065720	 	
AP/10/0297 - LEGAL SERVICES

	
02/16/2011

	 	 	110.24	 
	
Total Reed Smith LLP

	  	  	 	 	 	  	  	 	 	136,848.03	 
	
RG CONSULTING

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
08/01/2010

	 	2042	 	
AP/10/0218 - PR EXP

	
08/31/2010

	 	 	300.00	 
	
Total RG CONSULTING

	  	  	 	 	 	  	  	 	 	300.00	 
	
RUCHITA PATEL

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
07/31/2011

	 	
LAB ASSIT

	 	
AP/11/0470 - TIME SHEET LAB ASSISTANT

	
08/30/2011

	 	 	1,740.00	 
	
Total RUCHITA PATEL

	  	  	 	 	 	  	  	 	 	1,740.00	 
	
SAMI SASSOUN

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
02/17/2011

	 	276	 	
AP/10/0321 - JAN RETAINER

	
03/19/2011

	 	 	4,000.00	 
	
Total SAMI SASSOUN

	  	  	 	 	 	  	  	 	 	4,000.00	 





 




  





15











  






 



	
Special Counsel

	  	  	 	 	 	  	  	 	 	 
	  	
Bill

	
12/31/2009

	 	4011110	 	
AP/09/0068 - E-MAIL REVEIW FOR SEC INVESTIGATION

	
01/10/2010

	 	 	1,495.00	 
	  	
Bill

	
12/31/2009

	 	3993535	 	
AP/09/0068 - E-MAIL REVEIW FOR SEC INVESTIGATION

	
01/10/2010

	 	 	6,019.00	 
	  	
Bill

	
12/31/2009

	 	3997790	 	
AP/09/0068 - E-MAIL REVEIW FOR SEC INVESTIGATION

	
01/10/2010

	 	 	5,564.00	 
	  	
Bill

	
12/31/2009

	 	4003553	 	
AP/09/0068 - E-MAIL REVEIW FOR SEC INVESTIGATION

	
01/10/2010

	 	 	5,928.00	 
	  	
Bill

	
12/31/2009

	 	4007516	 	
AP/09/0068 - E-MAIL REVEIW FOR SEC INVESTIGATION

	
01/10/2010

	 	 	1,703.00	 
	  	
Bill

	
01/31/2010

	 	
SCI0004261

	 	
AP/09/0077 - E-MAIL REVEIW FOR SEC INVESTIGATION

	
03/02/2010

	 	 	2,548.00	 
	
Total Special Counsel

	  	  	 	 	 	  	  	 	 	23,257.00	 
	
Street Disclosure Corporation

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
02/24/2011

	 	
BONU_0211

	 	
AP/10/0335 - RETAINER FOR SEC CONSULTING

	
03/26/2011

	 	 	5,000.00	 
	
Total Street Disclosure Corporation

	  	  	 	 	 	  	  	 	 	5,000.00	 
	
Stuti Shah

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill Pmt -Check

	
07/15/2011

	 	1822	 	
AP/11/437 - LAB ASSISTANT TIME SHEET

	  	 	 	-162.00	 
	  	
Bill

	
06/30/2011

	 	
TIME SHEET

	 	
AP/11/437 - LAB ASSISTANT TIME SHEET

	
07/30/2011

	 	 	162.00	 
	
Total Stuti Shah

	  	  	 	 	 	  	  	 	 	0.00	 
	
TOXCEL

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
09/30/2011

	 	
BNG-11-25-09

	 	
AP/09/0522  EPA EXP

	
10/30/2011

	 	 	8,567.77	 
	
Total TOXCEL

	  	  	 	 	 	  	  	 	 	8,567.77	 
	
TREASURER - STATE OF NJ

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
09/22/2011

	 	111528110	 	
AP/11/0511 - PROG ID 004344 - RENEWAL

	
10/22/2011

	 	 	300.00	 
	
Total TREASURER - STATE OF NJ

	  	  	 	 	 	  	  	 	 	300.00	 
	
UPS

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
09/01/2011

	 	892351	 	
AP/11/0515 - POSTAGE AND DELIVERY EXP

	
10/01/2011

	 	 	33.43	 
	  	
Bill

	
10/01/2011

	 	
WOR892391

	 	
AP/11/0508 - POSTAGE AND DELIVERY EXP

	
10/31/2011

	 	 	185.80	 
	
Total UPS

	  	  	 	 	 	  	  	 	 	219.23	 





 




  





16











  






 



	
Verizon

	  	  	 	 	 	  	  	 	 	 
	  	
Bill

	
11/30/2009

	 	
NOV 09 BILL

	 	
AP/09/0047 - TELEPHONE BILL FOR NOV 09

	
12/10/2009

	 	 	713.34	 
	  	
Bill

	
02/05/2010

	 	
FEB 10

	 	
AP/09/0050 - TELEPHONE BILL FOR JAN 10

	
02/15/2010

	 	 	449.46	 
	
Total Verizon

	  	  	 	 	 	  	  	 	 	1,162.80	 
	
Verus Consulting Group LLC

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
08/01/2010

	 	
EXP-STMT AUG 10

	 	
AP/09/0230- REIMBT OF EXP

	
08/31/2010

	 	 	168.60	 
	
Total Verus Consulting Group LLC

	  	  	 	 	 	  	  	 	 	168.60	 
	
Vini Shah

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill Pmt -Check

	
07/15/2011

	 	1823	 	
AP/11/00438 - LAB ASSISTANT TIME SHEET

	  	 	 	-150.00	 
	  	
Bill

	
06/30/2011

	 	
TIME SHEET

	 	
AP/11/00438 - LAB ASSISTANT TIME SHEET

	
07/30/2011

	 	 	150.00	 
	
Total Vini Shah

	  	  	 	 	 	  	  	 	 	0.00	 
	
Virtual Office Partners LLC

	  	  	 	 	 	  	  	 	 	 	 
	  	
Bill

	
07/01/2011

	 	20577	 	
AP/10/0458- OFFICE ADMINISTRATION OUTSOURCED

	
07/31/2011

	 	 	960.85	 
	  	
Bill

	
10/01/2011

	 	21392	 	
AP/10/0519- OFFICE ADMINISTRATION OUTSOURCED

	
10/31/2011

	 	 	960.00	 
	
Total Virtual Office Partners LLC

	  	  	 	 	 	  	  	 	 	1,920.85	 
	
Wilmer & Hale LLP

	  	  	 	 	 	  	  	 	 	 	 
	  	
General Journal

	
04/30/2010

	 	
AE/2Q/10/19

	 	
TO RECLASS ACCRUAL 10/31/09

	  	 	 	210,477.78	 
	  	
Bill

	
11/30/2009

	 	2048252	 	
AP/09/0062 - LEGAL FEES PER NOV 09TIME STMT

	
12/10/2009

	 	 	49,953.08	 
	  	
Bill

	
12/31/2009

	 	2053684	 	
AP/09/0061 - LEGAL FEES PER DEC 09 TIME STMT

	
01/10/2010

	 	 	76,902.31	 
	  	
Bill

	
01/31/2010

	 	2059577	 	
AP/09/0078 - LEGAL FEES PER JAN 10 TIME STMT

	
03/02/2010

	 	 	66,817.64	 
	  	
Bill

	
03/17/2010

	 	2063591	 	
AP/09/0102 - LEGAL FEES PER FEB 10 TIME STMT

	
04/16/2010

	 	 	16,152.66	 
	  	
Bill

	
04/21/2010

	 	2068576	 	
AP/09/0139 - LEGAL FEES PER MARCH 10 TIME STMT

	
05/21/2010

	 	 	15,658.68	 
	  	
Bill

	
04/30/2010

	 	
UNRECORD

	 	
AP/09/0148 - LEGAL FEES PER APRIL 10 TIME STMT

	
05/30/2010

	 	 	483.35	 
	  	
Bill

	
06/11/2010

	 	2075643	 	
AP/09/0182 - LEGAL FEES PER MAY 10 TIME STMT

	
07/11/2010

	 	 	1,542.05	 
	  	
Bill

	
08/01/2010

	 	2079911	 	
AP/09/0229 - LEGAL FEES AUG 10 TIME STMT

	
08/31/2010

	 	 	2,555.95	 
	  	
Bill

	
06/15/2011

	 	2128929	 	
AP/09/0442 - LEGAL FEES

	
07/15/2011

	 	 	2,421.20	 
	  	
Bill

	
07/15/2011

	 	2132060	 	
AP/09/0454 - LEGAL FEES

	
08/14/2011

	 	 	253.01	 
	
Total Wilmer & Hale LLP

	  	  	 	 	 	  	  	 	 	443,217.71	 
	  	  	  	 	 	 	  	  	 	 	2,045,681.50	 







 




  





17











  






 


Schedule 2


 






	
Andrew Kielbania

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Check

	  	
10/9/2008

	  	
1192

	  	  	  	  	  	  	  	
-3,000.00


	  	
Check

	  	
11/12/2008

	  	
1201

	  	  	  	  	  	  	  	
-3,000.00


	  	
Check

	  	
12/8/2008

	  	
1209

	  	  	  	  	  	  	  	
-3,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
9/30/2008

	  	
JC 14

	  	
Conversion of debt

	  	  	  	  	  	
-9,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
1/31/2008

	  	
JC 15

	  	  	  	  	  	  	  	
9,000.00


	  	
Check

	  	
1/8/2009

	  	
1234

	  	  	  	  	  	  	  	
-1,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
1/29/2009

	  	
JC 96

	  	  	  	  	  	  	  	
10,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
 Journal

	  	
10/31/2008

	  	
JC 98

	  	  	  	  	  	  	  	
5,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
11/30/2008

	  	
JC 99

	  	  	  	  	  	  	  	
10,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
12/31/2008

	  	
JC 100

	  	  	  	  	  	  	  	
10,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
2/28/2009

	  	
JC 101

	  	  	  	  	  	  	  	
10,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
 Journal

	  	
4/30/2009

	  	
JC 156

	  	  	  	  	  	  	  	
10,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
 Journal

	  	
3/31/2009

	  	
JC 157

	  	  	  	  	  	  	  	
10,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
 Journal

	  	
10/31/2009

	  	
AE7

	  	  	  	  	  	  	  	
30,000.00


	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
1/31/2010

	  	
AE/10Q/10

	
TO RECORD Q1 CONSULTING FEES TO ANDY KIEBLANIA

	  	  	  
	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
4/30/2010

	  	
AE/2Q/10/12

	
TO RECORD Q2 CONSULTING FEES TO ANDY KIEBLANIA

	  	  	  
	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
7/31/2010

	  	
AJE/Q3/9

	
RECORD 3RD QTR CONSULTANCY CHGS CAPITALIZED

	  	  	  





 


 




  





18











  




 




	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
10/31/2010

	  	
AJE/Q3-09/7

	  	
Kilbenia Q4 deferred comp

	  	  	  
	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
1/31/2011

	  	
ADJ_2011_Q4

	
Record Q1-2011 expense

	  	  	  	  
	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
4/30/2011

	  	
ADJ_2011_Q2

	
Record Q1-2011 expense

	  	  	  	  
	  	
General

	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Journal

	  	
7/31/2011

	  	
ADJ_2011_Q3

	
Q3 ANDY’s ACCRUAL

	  	  	  	  	  
	  	
Bill

	  	
5/31/2009

	  	
6/10/2009

	  	  	
848

	  	  	  	  	
10,000.00


	  	
Bill

	  	
6/30/2009

	  	
7/10/2009

	  	  	
818

	  	  	  	  	
10,000.00


	  	
Bill

	  	
7/31/2009

	  	
8/10/2009

	  	  	
787

	  	  	  	  	
10,000.00


	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	
307,500.00


	
Stephen J. Browand

	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Bill

	  	
6/30/2011

	  	
EXP-MAY

	  	  	  	  	  	  	  	  
	  	  	  	  	  	
& JUNE

	
AP/09/0390-MAY & JUNE EXP REIMBT

	
 07/30/11

	
68

	
8,250.98

	  	  
	  	
Bill

	  	
9/30/2011

	  	
AUG & SEP

	  	
AP/09/0523-AUG & SEP EXP REIMBT

	
10/30/2011

	  	
13,500.00

	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	
21,750.98


	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	
Total

	  	  	  	  	  	  	  	  	  	  	  	
$329,250.98


	  	  	  	  	  	  	  	  	  	  	  	  	  	  





 








  





19











  






 


Schedule 3





 


Certificate of Designation


For Nevada Corporations


(Pursuant to NRS 78.1955)


BIONEUTRAL GROUP, INC.


File Number: [___________]







Series B Convertible Preferred Stock, to consist of 213,500 shares of the 5,000,000 Authorized shares of Preferred Stock; and have the following terms:







1. Designation, Amount and Par Value.  The series of preferred stock shall be designated as its Series B Convertible Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be 213,500 (which shall not be subject to increase without the consent of the holders of a majority of the Preferred Stock (each, a “Holder” and collectively, the “Holders”)).  Each share of Preferred Stock shall have a par value of $.001 per share and a stated value equal to the sum of $10 plus all accrued and unpaid dividends to the date of determination to the extent not previously paid in cash or common stock, par value $.00001 per share (“Common Stock”) of the Company in accordance with the terms hereof (the “Stated Value”).







2. Dividends. Except as provided herein, the holders of outstanding shares of the Preferred Stock shall be entitled to receive cash, stock, or other property, as dividends when, as, and if declared by the Board of Directors of the Company. If shares of the Preferred Stock or the common stock of the Company, par value $0.00001 per share (the "Common Stock") are to be issued as a dividend, any such shares shall be issued at Market Value. "Market Value" for the Common Stock for the purposes of this Certificate of Designation shall mean the average of the bid and ask prices for the Common Stock for the five business days preceding the declaration of a dividend by the Board of Directors. "Market Value" with respect to any shares of the Preferred Stock shall be as determined by the Board of Directors, whose decision shall be final and binding on all parties.







3. Liquidation Rights. Upon the dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of the then outstanding shares of Preferred Stock shall be entitled to receive out of the assets of the Company for each share of Preferred Stock the Stated Value (the "Liquidation Rate") before any payment or distribution shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the Preferred Stock.







(a) The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Company shall be deemed a dissolution, liquidation or winding up of the Company for purposes of this Paragraph 3, but the merger, consolidation, or other combination of the Company into or with any other corporation, or the merger, consolidation, or other combination of any other corporation into or with the Company, shall not be deemed a dissolution, liquidation or winding up, voluntary or involuntary, for purposes of this Paragraph 3. As used herein, the "merger, consolidation, or other combination" shall include, without limitation, a forward or reverse triangular merger, or stock exchange of the Company and


any of its subsidiaries with any other corporation.







(b) After the payment to the holders of shares of the Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for shares of the Preferred Stock, the holders of the Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company.


 




  





20











  








 


(c) In the event the assets of the Company available for distribution to the holders of the Preferred Stock upon dissolution, liquidation or winding up of the Company shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to this Paragraph 3, no distribution shall be made on account of any shares of a class or series of capital stock of the Company ranking on a parity with the shares of the Preferred Stock, if any, upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of the Preferred Stock, ratably, in proportion to the full distributive amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up.







4. Conversion of Preferred Stock. At any time, the holder of shares of the Preferred Stock shall have the right, at such holder's option, to convert any number of shares of the Preferred Stock into shares of the Common Stock. Such right to convert shall commence as of the date the shares of such Preferred Stock are issued to such holder (the "Issue Date") and shall continue thereafter for a period of five years, such period ending on the fifth anniversary of the Issue Date. In the event that the holder of the Preferred Stock elects to convert such shares into Common Stock, the holder shall have 10 days from the date of such notice in which to tender his shares of Preferred Stock to the Company.







Any such conversion shall be upon the other following terms and conditions:







(a) Conversion Rate. Subject to adjustment as provided herein, each one (1) share of the Preferred Stock shall be convertible into one hundred twenty-five (125) fully paid and nonassessable shares of the Common Stock (the "Conversion Rate").







(b) Adjustment of Conversion Rate for Dilution and Other Events. In order to prevent dilution of the rights granted to the holders of shares of the Preferred Stock, the Conversion Rate will be subject to adjustment from time to time as follows:







(i) Adjustment of Conversion Rate upon Subdivision or Combination of the Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) the authorized Common Stock into a greater number of shares, the Conversion Rate in effect immediately prior to such subdivision will be proportionately increased. If the Company at any time combines (by combination, reverse stock split or otherwise) the authorized Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior to such combination will be proportionately reduced.







(ii) Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, or other similar transaction which is effected in such a way that holders of the Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for the Common Stock is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Company will make appropriate provision, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Preferred Stock, to ensure that each of the holders of shares of the Preferred Stock will thereafter have the right to acquire and receive in lieu of or in addition to, as the case may be, the shares of the Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of the Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's shares of the Preferred Stock had such Organic Change not taken place. In any such case, the Company will make appropriate provision, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Preferred Stock, with respect to such holders' rights and interests to ensure that the provisions of this paragraph will thereafter be applicable to the Preferred Stock The Company will not effect any such consolidation or merger, unless prior to the consummation thereof the successor entity resulting from such consolidation or merger, if other than the Company, assumes, by written instrument, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Preferred Stock, the obligation to deliver to each holder of shares of the Preferred Stock such shares of stock, securities or assets as, in accordance with the foregoing provisions, that such holder may be entitled to acquire.


 




 




  





21











  






 


(iii) Notices. Immediately upon any adjustment of the Conversion Rate, the Company will give written notice of such adjustment to each holder of shares of the Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment. The Company will give written notice to each holder of shares of the Preferred Stock at least 20 days prior to the date on which the Company closes its books or takes a record with respect to any dividend or distribution upon the Common Stock, or with respect to any pro rata subscription offer to holders of the Common Stock. The Company will also give written notice to each holder of shares of the Preferred Stock at least 20 days prior to the date on which any Organic Change, dissolution or liquidation will take place.







(c) Mechanics of Conversion. To convert shares of the Preferred Stock into full shares of the Common Stock on any date (the "Conversion Date"), the holder thereof shall (i) deliver or transmit by facsimile to the Company, for receipt on or prior to l1:59 p.m. Eastern Time, on the Conversion Date, a copy of a fully executed notice of conversion in the form attached hereto as Attachment A (the "Conversion Notice"), and (ii) surrender to a common carrier for delivery to the Company as soon as practicable following such date, the certificates (each a "Preferred Stock Certificate") representing the shares of the Preferred Stock being converted, or an indemnification undertaking with respect to such shares in the case of the loss, theft or destruction thereof, and the originally executed Conversion Notice. Upon receipt by the Company of a facsimile copy of a Conversion Notice, the Company shall immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to such holder. Within one business day of the Company's receipt of the originally executed Conversion Notice and the holder's Preferred Stock Certificate(s), the Company shall issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the holder or its designee, for the number of shares of the Common Stock to which the holder is entitled, or at the holder’s option, delivery of the shares of Common Stock via the DWAC system to holder’s brokerage account.


 


(d)   Certain Conversion Restrictions.


 


(A) A Holder may not convert shares of Preferred Stock or receive shares of Common Stock as payment of dividends hereunder to the extent such conversion or receipt of such dividend payment would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules promulgated thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of dividends on, the shares of 


 




  





22











  






 


Preferred 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 4.999% 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 shares of Preferred Stock are convertible shall be the responsibility and obligation of 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 61 days prior notice to the Company.  Other Holders shall be unaffected by any such waiver.


 


 


(B) A Holder may not convert shares of Preferred Stock or receive shares of Common Stock as payment of dividends hereunder to the extent such conversion or receipt of such dividend payment 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, including shares issuable upon conversion of, and payment of dividends on, the shares of Preferred 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 shares of Preferred Stock are convertible shall be the responsibility and obligation of 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 61 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 







(e) Record Holder. The person or persons entitled to receive shares of the Common Stock issue able upon conversion of shares of the Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of the Common Stock on the Conversion Date. 







(f) Fractional Shares. The Company shall not be required to issue any fraction of a share of the Common Stock upon any conversion. All shares of the Common Stock, including fractions thereof, issue able upon conversion of more than one share of the Preferred Stock shall be aggregated for purposes of determining whether the conversion would result in the issuance of a fraction of a share of the Common Stock. If, after such aggregation, the issuance would result in the issuance of a fraction of a share of the Common Stock, the Company shall round such fraction of a share of the Common Stock up or down to the nearest whole share.







(g) Re-issuance of Certificates. In the event of a conversion of less than all of the shares of the Preferred Stock represented by a particular Preferred Stock Certificate, the Company shall promptly cause to be issued and delivered to the holder of such Preferred Stock a new Preferred Stock Certificate representing the remaining shares of the Preferred Stock which were not corrected.


 




  





23











  








 


5. Reservation of Shares. The Company shall, so long as any of the shares of the Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued shares of the Common Stock, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, the number of shares of the Common Stock as shall from time to time be sufficient to affect the conversion of all of the outstanding shares of the Preferred Stock.







6. Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing shares of the Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking or bond, in the Company's discretion, by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.


 


7. Voting Rights.  Except as otherwise provided herein and as otherwise required by law, the Preferred Stock shall have no voting rights.  However, so long as any shares of Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the shares of the Preferred Stock then outstanding, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends or distribution of assets upon a Liquidation (as set forth in Section 3) senior to or otherwise pari passu with the Preferred Stock, (c) amend its certificate or articles of incorporation or other charter documents so as to affect adversely any rights of the Holders, (d) increase the authorized number of shares of Preferred Stock, or (e) enter into any agreement with respect to the foregoing.


 




  





24











  






 


 


EXHIBIT A


NOTICE OF CONVERSION







(To be Executed by the Registered Holder


in order to convert shares of Preferred Stock)







The undersigned hereby elects to convert the number of shares of Series B Convertible Preferred Stock indicated below, into shares of common stock, par value $.00001 per share (the “Common Stock”), of BioNeutral Group, Inc., a Nevada corporation (the “Company”), according to the conditions hereof, as of the date written below.  If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.  No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.  By tendering this Notice of Conversion, the undersigned hereby covenants to comply with the prospectus delivery requirements under the Securities Act of 1933, as amended, applicable to it with respect to resales of the shares of Common Stock issuable upon the conversion requested hereby pursuant to a registration statement and, in connection therewith, covenants that, unless otherwise specified below, such shares have been or are intended to be sold in ordinary brokerage transactions.


 


 



	Conversion calculations:	 
	 	Date to Effect Conversion
	 	 
	 	 
	 	Number of shares of Preferred Stock owned prior to Conversion
	 	 
	 	 
	 	
Number of shares of Preferred Stock to be Converted


	 	 
	 	 
	 	Stated Value of shares of Preferred Stock to be Converted
	 	 
	 	 
	 	Number of shares of Common Stock to be Issued
	 	 
	 	 
	 	Applicable Conversion Price
	 	 
	 	 
	 	Number of shares of Preferred Stock subsequent to Conversion
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address





 


 


Accepted and Agreed:


BioNeutral Group, Inc.







By:_____________________________________


     Name:


     Title:


 




  





25











  






 


Schedule 4







Certificate of Designation


For Nevada Corporations


(Pursuant to NRS 78.1955)


BIONEUTRAL GROUP, INC.


File Number: [___________]







Series D Convertible Preferred Stock, to consist of 231,100 shares of the 5,000,000 Authorized shares of Preferred Stock; and have the following terms:







1. Designation, Amount and Par Value.  The series of preferred stock shall be designated as its Series D Convertible Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be 231,100 (which shall not be subject to increase without the consent of the holders of a majority of the Preferred Stock (each, a “Holder” and collectively, the “Holders”)).  Each share of Preferred Stock shall have a par value of $.001 per share and a stated value equal to the sum of $10 plus all accrued and unpaid dividends to the date of determination to the extent not previously paid in cash or common stock, par value $.00001 per share (“Common Stock”) of the Company in accordance with the terms hereof (the “Stated Value”).







2. Dividends. Except as provided herein, the holders of outstanding shares of the Preferred Stock shall be entitled to receive cash, stock, or other property, as dividends when, as, and if declared by the Board of Directors of the Company. If shares of the Preferred Stock or the common stock of the Company, par value $0.00001 per share (the "Common Stock") are to be issued as a dividend, any such shares shall be issued at Market Value. "Market Value" for the Common Stock for the purposes of this Certificate of Designation shall mean the average of the bid and ask prices for the Common Stock for the five business days preceding the declaration of a dividend by the Board of Directors. "Market Value" with respect to any shares of the Preferred Stock shall be as determined by the Board of Directors, whose decision shall be final and binding on all parties.







3. Liquidation Rights. Upon the dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, the holders of the then outstanding shares of Preferred Stock shall be entitled to receive out of the assets of the Company for each share of Preferred Stock the Stated Value (the "Liquidation Rate") before any payment or distribution shall be made on the Common Stock, or any other class of capital stock of the Company ranking junior to the Preferred Stock.







(a) The sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the property and assets of the Company shall be deemed a dissolution, liquidation or winding up of the Company for purposes of this Paragraph 3, but the merger, consolidation, or other combination of the Company into or with any other corporation, or the merger, consolidation, or other combination of any other corporation into or with the Company, shall not be deemed a dissolution, liquidation or winding up, voluntary or involuntary, for purposes of this Paragraph 3. As used herein, the "merger, consolidation, or other combination" shall include, without limitation, a forward or reverse triangular merger, or stock exchange of the Company and


any of its subsidiaries with any other corporation where the Company is not the surviving entity.


 




  





26











  






 


(b) After the payment to the holders of shares of the Preferred Stock of the full preferential amounts fixed by this Paragraph 3 for shares of the Preferred Stock, the holders of the Preferred Stock as such shall have no right or claim to any of the remaining assets of the Company.







(c) In the event the assets of the Company available for distribution to the holders of the Preferred Stock upon dissolution, liquidation or winding up of the Company shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to this Paragraph 3, no distribution shall be made on account of any shares of a class or series of capital stock of the Company ranking on a parity with the shares of the Preferred Stock, if any, upon such dissolution, liquidation or winding up unless proportionate distributive amounts shall be paid on account of the shares of the Preferred Stock, ratably, in proportion to the full distributive amounts for which holders of all such parity shares are respectively entitled upon such dissolution, liquidation or winding up.







4. Conversion of Preferred Stock. At any time, the holder of shares of the Preferred Stock shall have the right, at such holder's option, to convert any number of shares of the Preferred Stock into shares of the Common Stock. Such right to convert shall commence as of the date the shares of such Preferred Stock are issued to such holder (the "Issue Date") and shall continue thereafter for a period of five years, such period ending on the fifth anniversary of the Issue Date. In the event that the holder of the Preferred Stock elects to convert such shares into Common Stock, the holder shall have 10 days from the date of such notice in which to tender his shares of Preferred Stock to the Company. 







Any such conversion shall be upon the other following terms and conditions:







(a) Conversion Rate. Subject to adjustment as provided herein, each one (1) share of the Preferred Stock shall be convertible into one hundred twenty-five (125) fully paid and nonassessable shares of the Common Stock (the "Conversion Rate").







(b) Adjustment of Conversion Rate for Dilution and Other Events. In order to prevent dilution of the rights granted to the holders of shares of the Preferred Stock, the Conversion Rate will be subject to adjustment from time to time as follows:







(i) Adjustment of Conversion Rate upon Subdivision or Combination of the Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) the authorized Common Stock into a greater number of shares, the Conversion Rate in effect immediately prior to such subdivision will be proportionately increased. If the Company at any time combines (by combination, reverse stock split or otherwise) the authorized Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior to such combination will be proportionately reduced.







(ii) Reorganization, Reclassification, Consolidation, Merger or Sale. Any recapitalization, reorganization, reclassification, consolidation, merger, or other similar transaction which is effected in such a way that holders of the Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for the Common Stock is referred to herein as an "Organic Change." Prior to the consummation of any Organic Change, the Company will make appropriate provision, in form and substance satisfactory to the holders of a majority of the outstanding shares of the


 




  





27











  






 


Preferred Stock, to ensure that each of the holders of shares of the Preferred Stock will thereafter have the right to acquire and receive in lieu of or in addition to, as the case may be, the shares of the Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's Preferred Stock, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of the Common Stock immediately theretofore acquirable and receivable upon the conversion of such holder's shares of the Preferred Stock had such Organic Change not taken place. In any such case, the Company will make appropriate provision, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Preferred Stock, with respect to such holders' rights and interests to ensure that the provisions of this paragraph will thereafter be applicable to the Preferred Stock The Company will not effect any such consolidation or merger, unless prior to the consummation thereof the successor entity resulting from such consolidation or merger, if other than the Company, assumes, by written instrument, in form and substance satisfactory to the holders of a majority of the outstanding shares of the Preferred Stock, the obligation to deliver to each holder of shares of the Preferred Stock such shares of stock, securities or assets as, in accordance with the foregoing provisions, that such holder may be entitled to acquire.







(iii) Notices. Immediately upon any adjustment of the Conversion Rate, the Company will give written notice of such adjustment to each holder of shares of the Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment. The Company will give written notice to each holder of shares of the Preferred Stock at least 20 days prior to the date on which the Company closes its books or takes a record with respect to any dividend or distribution upon the Common Stock, or with respect to any pro rata subscription offer to holders of the Common Stock. The Company will also give written notice to each holder of shares of the Preferred Stock at least 20 days prior to the date on which any Organic Change, dissolution or liquidation will take place.







(c) Mechanics of Conversion. To convert shares of the Preferred Stock into full shares of the Common Stock on any date (the "Conversion Date"), the holder thereof shall (i) deliver or transmit by facsimile to the Company, for receipt on or prior to l1:59 p.m. Eastern Time, on the Conversion Date, a copy of a fully executed notice of conversion in the form attached hereto as Attachment A (the "Conversion Notice"), and (ii) surrender to a common carrier for delivery to the Company as soon as practicable following such date, the certificates (each a "Preferred Stock Certificate") representing the shares of the Preferred Stock being converted, or an indemnification undertaking with respect to such shares in the case of the loss, theft or destruction thereof, and the originally executed Conversion Notice. Upon receipt by the Company of a facsimile copy of a Conversion Notice, the Company shall immediately send, via facsimile, a confirmation of receipt of such Conversion Notice to such holder. Within one business day of the Company's receipt of the originally executed Conversion Notice and the holder's Preferred Stock Certificate(s), the Company shall issue and surrender to a common carrier for overnight delivery to the address as specified in the Conversion Notice, a certificate, registered in the name of the holder or its designee, for the number of shares of the Common Stock to which the holder is entitled, or at the holder’s option, delivery of the shares of Common Stock via the DWAC system to holder’s brokerage account.


 


(e)  Certain Conversion Restrictions.






  





28











  






 


(C) A Holder may not convert shares of Preferred Stock or receive shares of Common Stock as payment of dividends hereunder to the extent such conversion or receipt of such dividend payment would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the rules promulgated thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of, and payment of dividends on, the shares of Preferred 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 4.999% 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 shares of Preferred Stock are convertible shall be the responsibility and obligation of 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 61 days prior notice to the Company.  Other Holders shall be unaffected by any such waiver.


 


(D) A Holder may not convert shares of Preferred Stock or receive shares of Common Stock as payment of dividends hereunder to the extent such conversion or receipt of such dividend payment 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, including shares issuable upon conversion of, and payment of dividends on, the shares of Preferred 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 shares of Preferred Stock are convertible shall be the responsibility and obligation of 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 61 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.


 







(e) Record Holder. The person or persons entitled to receive shares of the Common Stock issuable upon conversion of shares of the Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of the Common Stock on the Conversion Date. 







(f) Fractional Shares. The Company shall not be required to issue any fraction of a share of the Common Stock upon any conversion. All shares of the Common Stock, including fractions thereof, issue able upon conversion of more than one share of the Preferred Stock shall be aggregated for purposes of determining whether the conversion would result in the issuance of a fraction of a share of the Common Stock. If, after such aggregation, the issuance would result in the issuance of a fraction of a share of the Common Stock, the Company shall round such fraction of a share of the Common Stock up or down to the nearest whole share.


 




  





29











  






 


(g) Re-issuance of Certificates. In the event of a conversion of less than all of the shares of the Preferred Stock represented by a particular Preferred Stock Certificate, the Company shall promptly cause to be issued and delivered to the holder of such Preferred Stock a new Preferred Stock Certificate representing the remaining shares of the Preferred Stock which were not corrected.







5. Reservation of Shares. The Company shall, so long as any of the shares of the Preferred Stock are outstanding, reserve and keep available out of its authorized and unissued shares of the Common Stock, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, the number of shares of the Common Stock as shall from time to time be sufficient to affect the conversion of all of the outstanding shares of the Preferred Stock.







6. Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing shares of the Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking or bond, in the Company's discretion, by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.


 


7. Voting Rights.  Except as otherwise provided herein and as otherwise required by law, the Preferred Stock shall have no voting rights.  However, so long as any shares of Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the shares of the Preferred Stock then outstanding, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends or distribution of assets upon a Liquidation (as set forth in Section 3) senior to or otherwise pari passu with the Preferred Stock, (c) amend its certificate or articles of incorporation or other charter documents so as to affect adversely any rights of the Holders, (d) increase the authorized number of shares of Preferred Stock, or (e) enter into any agreement with respect to the foregoing.


 




  





30











  






 


EXHIBIT A


NOTICE OF CONVERSION







(To be Executed by the Registered Holder


in order to convert shares of Preferred Stock)







The undersigned hereby elects to convert the number of shares of Series D Convertible Preferred Stock indicated below, into shares of common stock, par value $.00001 per share (the “Common Stock”), of BioNeutral Group, Inc., a Nevada corporation (the “Company”), according to the conditions hereof, as of the date written below.  If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith.  No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.  By tendering this Notice of Conversion, the undersigned hereby covenants to comply with the prospectus delivery requirements under the Securities Act of 1933, as amended, applicable to it with respect to resales of the shares of Common Stock issuable upon the conversion requested hereby pursuant to a registration statement and, in connection therewith, covenants that, unless otherwise specified below, such shares have been or are intended to be sold in ordinary brokerage transactions.


 




	Conversion calculations:	 
	 	Date to Effect Conversion
	 	 
	 	 
	 	Number of shares of Preferred Stock owned prior to Conversion
	 	 
	 	 
	 	
Number of shares of Preferred Stock to be Converted


	 	 
	 	 
	 	Stated Value of shares of Preferred Stock to be Converted
	 	 
	 	 
	 	Number of shares of Common Stock to be Issued
	 	 
	 	 
	 	Applicable Conversion Price
	 	 
	 	 
	 	Number of shares of Preferred Stock subsequent to Conversion
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Name
	 	 
	 	 
	 	Address







 


Accepted and Agreed:


BioNeutral Group, Inc.







By:_____________________________________


     Name:


     Title:


 


 


 


31