BioNeutral Group Inc. (fka BONU)

[Sooah]

MINIMUM NEAR-TERM 1,000% GAINS BEING THROWN AWAY ON BONU! >>READ

Reading BONU's filings and applying some logic will show that BONU is positioned to make some serious near-term gains, and here is why:

The Equity Agreement with Southridge - this agreement is still active and positions BONU to have access to $10 million on an as needed basis, meaning the Company at its option has the ability to require Southridge to purchase an X amount of shares at a pre-filed price per share. BONU filed a registration statement (S-1) with the SEC earlier in 2013 to offer Southridge shares at 5c per share to raise $2 million. Shortly thereafter, a delay amendment was filed with the SEC hence the effectiveness of the S-1 has been delayed until further notice.

Since that time, the share price has declined considerably while the A/S and O/S has increased, hence a newly amended S-1 should be anticipated to reflect a new offer price and possibly the total offering amount.

What is a reasonable amended offer price for the S-1?

The Francis note which initially had a conversion price of 5.5c per share was recently re-written for over $500K with a new due date of 2015. The conversion price was changed to 0,005.

On this basis, we can anticipate the amended offering price of the Southridge S-1 to be in the 0,005 range given the two agreements were written around the same time with similar terms.

Conversion at 0,005 - what does this number mean?

First and foremost, this number 0,005 reflects a considerable discount to both lenders. Southridge, for one, normally works on a 50% discount to market price, hence if the minimum buy-in for these two lenders were 0,005 per share, this is no different than an assumed future share price of at least 1c. In other words, the conversion price assumes that lenders have adequate protection, and that upon debt-to-equity conversion and subsequent sale of their shares, they will almost certainly profit.

Why 4 billion shares A/S?
If the Company were going to draw up to $2 million from the Southridge line of credit, this is 400 million share equivalent marked at 0,005. This amount, $2 million, is the total capital needed for 2014 according to BONU's filings. It is also stated in the filing that the Company is expected to generate revenues during the 1Q of 2014, hence this line of equity with Southridge--upon effectiveness of the S-1--should be understood as a credit facility afforded to BONU for when funds are required from time to time.

As you can imagine, it makes no sense for the registration statement to be filed for all $10 million at 0,005 per share because that would be 2 billion shares. What makes sense is for BONU to amend the registration statement for the initial offering to cover what they will need, and to file subsequent S-1s at a higher price per share to reserve capital for future corporate needs should they arise. It is always good to have this line of credit in place.

Why no R/S?
As long as this Equity Agreement with Southridge is in place, the agreement requires "NO VALUATION EVENTS" during the commitment period. One of the events that falls under "Valuation event" is splitting of stocks, so all can rest assured that there will be no R/S while this Equity Line is in effect. This is another reason as to why an increase in A/S was opted vs a R/S. The Company needs have this equity line of credit in place as a measure of safety to move forward, and to use it to their advantage. This credit facility gives the Company a certain degree of control over the rate and speed of dilution vs. capital raised because the offering price on the registration statement(s) are pre-determinable. In this regard, this type of financing minimizes--if not eliminates--the potential of BONU loading up with toxic debt going forward. This is absolutely fantastic.

I like my chances here with buying up these tripzzz given a larger noteholder (Francis) is willing to opt for a 0,005 conversion, and that most likely Southridge will follow suit due to the fact that Francis has done so with his note.

Good luck all,