extf10k2009_bioneutral.htm
 
         
   
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
 
NOTIFICATION OF LATE FILING
    
SEC FILE NUMBER
333-149235
CUSIP NUMBER
090621103 
 
(Check one):
  
þ Form 10-K
  
o Form 20-F
  
o Form 11-K
  
¨ Form 10-Q
  
o Form 10-D
   
o Form N-SAR
  
o Form N-CSR
            
 
   
For Period Ended:
October 31, 2009
   
o Transition Report on Form 10-K
        
   
o Transition Report on Form 20-F
        
   
o Transition Report on Form 11-K
        
   
o Transition Report on Form 10-Q
        
   
o Transition Report on Form N-SAR
        
   
For the Transition Period Ended:
 
 
Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 
PART I — REGISTRANT INFORMATION
 
BioNeutral Group, Inc.
Full Name of Registrant
 
Moonshine Creations, Inc.
Former Name if Applicable
 
211 Warren Street
Address of Principal Executive Office (Street and Number)
 
Newark, New Jersey 07103
City, State and Zip Code
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
þ
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 
 
 
 PART III — NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

BioNeutral Group, Inc. (the “Company”) will not be able to timely file its Annual Report on Form 10-K for the year ended October 31, 2009 (the "Form 10-K") in the time period prescribed for such filing without unreasonable effort or expense because (i) the Company has not completed preparation of financial statements for the year ended October 31, 2009 for inclusion in the Form 10-K, (ii) management has not completed its review of such financial statements and (iii) the Company needs additional time to complete its preparation of the balance of the Form 10-K.  The Company is undertaking its best efforts to file the Form 10-K by February 15, 2010.
 
SEC 1344 (03-05)
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
(Attach extra Sheets if Needed)

 
PART IV — OTHER INFORMATION
 
(1)
  
Name and telephone number of person to contact in regard to this notification
     
   
Stephen J. Browand
  
973
  
286-2899
   
(Name)
  
(Area Code)
  
(Telephone Number)
     
(2)
  
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
           
þ Yes    o No
             
(3)
  
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
           
þ Yes    ¨ No
             
   
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
The Company anticipates reporting a significant change in its results of operations in the year ended October 31, 2009 (“fiscal 2009”) from the ten month period ended October 31, 2008 (“the 2008 Period”).  For fiscal 2009 the Company expects to have a loss that is significantly greater than the loss in the 2008 Period.  The Company does not expect to recognize significant revenue for the fiscal 2009.  The Company, however, has incurred several expenses that did not exist or were in excess of those incurred in the 2008 Period, including, but not limited to:  (a) stock-based compensation charges for the issuance of common stock to employees, consultants and other service providers, (b) consulting fees, (c) business development expenses, (d) legal fees, independent auditor fees and compliance costs, (e) costs associated with transactions contemplated by that certain Share Exchange Agreement, dated as of January 30, 2009, (f) amortization of deferred stock compensation costs and (g) amortization of patent costs.  In addition, the Company is in the process of completing an annual independent third party fair valuation of the Company's intellectual property to test for potential impairment.  The Company may not make a reasonable estimate of the results of operations for fiscal 2009 at this time as it has not determined the amount of any impairment charge resulting from such intellectual property valuation.
 
 

 
BioNeutral Group, Inc.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
BIONEUTRAL GROUP, INC.
   
Date:
January 29, 2010
  
By:  
/s/ Stephen J. Browand
       
Stephen J. Browand
       
President and Chief Executive Officer
 
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
 

 
GENERAL INSTRUCTIONS

1.
This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2.
One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act.  The information contained in or filed with the form will be made a matter of public record in the Commission files.

3.
A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4.
Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished.  The form shall be clearly identified as an amended notification.

5.
Electronic Filers:  This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties.  Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).

6.
Interactive data submissions.  This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter).  Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.02 of this chapter).