UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 1221, 2013

BIONEUTRAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada	333-149235	26-0745273
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
211 Warren Street, Newark, New Jersey		07103
(Address of principal executive offices)		(Zip Code)

BIONEUTRAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (973) 285-3373

Nevada		333-149235		26-0745273
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

211 Warren Street, Newark, New Jersey		07103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 577-8003

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 1.01 Entry into a Material Definitive Agreement

OnBioNeutral ~~April 12~~Group, ~~2013,~~Inc. (the “Company”) ~~entered~~issued ~~into~~ a ~~Settlement~~promissory ~~Agreement,~~note ~~Global~~(the ~~Release~~“Asher ~~Cancellation~~Note”) ofin ~~Preferred~~the ~~Stock~~principal ~~Purchase~~amount ~~Agreement~~of $42,500 ~~Preferred~~to ~~Stock~~Asher ~~Drawdown~~Enterprises ~~Agreement,~~Inc. (“Asher”). The ~~Agreement~~Asher toNote ~~Assign~~is ~~and~~due ~~Settle~~on ~~Notes~~February ~~and~~6, ~~Agreement~~2014. The toAsher ~~License~~Note ~~Invention~~bears byinterest at 8% per annum. The principal and ~~between~~any accrued interest are convertible into the Company,’s ~~BioNeutral~~common ~~Laboratories~~stock ~~Corporation~~at ~~USA~~a ~~and~~49% ~~Vinfluence~~discount ~~Pty~~to ~~Ltd~~the (Market Price as defined in the ~~“Global~~Asher ~~Agreement”)~~Note. The transaction closed on May 13, 2013.

~~The~~Item ~~Global~~2.03 Creation ~~Agreement settles the claims~~ of each of the Company and Vinfluence which had been the subject of litigation. The Agreement also terminates the Preferred Stock Purchase Agreement, the Preferred Stock Drawdown Agreement, the Agreement to Assign and Settle Debt, the Agreement to Assign and Settle Notes Agreement and the Vinfluence License Agreement (collectively, the “Vinfluence Agreements”). As a ~~result~~Direct ofFinancial ~~the~~Obligation ~~Global~~or ~~Agreement, the Company cancelled~~ an ~~aggregate~~Obligation ofunder ~~178,042 shares of Series B and Series D Preferred Stock that had been issued to Vinfluence. The only Series B and Series D Preferred Stock that remains outstanding (~~an ~~aggregate~~Off-Balance ofSheet ~~67,581~~Arrangement ~~shares) represents debt or notes that were actually settled by Vinfluence. Each share~~ of ~~Preferred~~a Stock cancelled was convertible into 125 shares of the Company’s common stock thus the cancellation of the Vinfluence Agreements results in significantly less dilution than if the Preferred Stock had been convertedRegistrant. ~~As part of the Global Agreement, the Company issued Vinfluence an aggregate of 2,000,000 shares of Common Stock.~~

On April 12, 2013 and in connection with the Global Agreement, the Company also entered into distribution agreement (the “New Distribution Agreement”) with White Charger Limited, a New Zealand company whereby White Charger has the right to distribute the Company’s products in Australia, New Zealand, Indonesia, Malaysia, Philippines, Singapore, Thailand, Brunei, Burma, New Caledonia, Kiribati, the Marshal Islands, Micronesia, Nauru, Palau, Papua New Guinea, Solomon Islands, Tuvalu, Pitcairn, Henderson, Mauritius and Ocneo. This is a much narrower territory than the original licensing agreement and does not include China, Taiwan, Hong Kong or Japan. It also does not include any option for Europe. No intellectual property of the Company is transferred to White Charger. The ~~New~~information ~~Distribution~~required ~~Agreement requires White Charger~~ to ~~purchase at least $500,000 of the Company’s products during the first 24 months of which $175,000 must~~ be ~~purchased~~disclosed ~~during~~in ~~the~~this ~~first~~Item ~~12 months of the New Distribution Agreement~~2.03 ~~The Initial Term of the New Distribution Agreement~~ is ~~for~~incorporated ~~five~~herein ~~(5)~~by ~~years~~reference ~~and~~from ~~can~~Item ~~be extended for an additional five years if White Charger purchases at least $3,000,000 of product during the Initial Term~~1. ~~The New Distribution Agreement also contains a non-competition agreement on behalf of White Charger~~01.

~~ITEM~~Item 13.02 ~~Termination~~ Unregistered Sales of aEquity ~~Material Definitive Agreement~~Securities.

~~See~~The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The issuances were all made to “accredited investors” (as defined by Rule 501 under the Securities Act). In addition, the issuance did not involve any public offering; the Company made no solicitation in connection with the sale other than communications with the investor; the Company obtained representations from the investor regarding its investment intent, experience and sophistication; and the investor either received or had access to adequate information about the Company in order to make an informed investment decision.

~~ITEM~~Item 9.01 Financial Statements and Exhibits.

~~99.1~~(d) Global Release, Cancellation of Preferred Stock Purchase Agreement, Preferred Stock Drawdown Agreement, The Agreement to Assign and Settle Notes and Agreement to License Invention Agreement by and between the Company and Vinfluence Pty Ltd. dated April 12, 2013.Exhibits

99.21 Promissory ~~Distributorship~~Note ~~Agreement~~dated byMay ~~and~~13, ~~between~~2013 ~~the~~in ~~Company~~favor ~~and~~of ~~Vinfluence~~Asher ~~Pty~~Enterprises ~~Ltd dated April 12, 2013~~Inc.

99.3 Press Release dated April 18, 2013

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	BIONEUTRAL GROUP, INC.
May 21, 2013	BIONEUTRAL GROUP, INC.
April 18, 2013	By:	/s/ Mark Lowenthal
	By: /s/ Mark Lowenthal
	Name: Mark Lowenthal	~~Name: Mark Lowenthal~~
	Title: Chief Executive Officer and President	~~Title: Chief Executive Officer and President~~

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