UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~September~~ 19July 7, ~~2014~~2015

BIONITROGEN HOLDINGS CORP.

Exact name of registrant as specified in its charter

New Jersey	33-36670	22-3061278
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

1400 Centrepark Blvd, Suite 860 West Plam Beach, FL		33401
8300 NW 53rd Street, Suite 350, Doral, Florida		33166
(Address of principal executive offices)		(Zip Code)

561-600-9550 Registrant’'s telephone number, including area code ~~n/a~~1875 NW 18th Terrace, Suite 105, Doral, Florida 33172 (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:

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

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

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

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

~~Section~~BioNitrogen 8Holdings –Corporation ~~Other~~is ~~Events~~referred to herein as "we", "our" or "us.

Item 84.01 ~~Other~~Changes ~~Events.~~in Registrant's Certifying Accountant

~~BioNitrogen~~(a) ~~Holdings~~On ~~Corp.~~July is7, ~~referred~~2015, towe ~~herein~~approved the appointment of Mallah Furman, Certified Public Accountants, as ~~"we"~~our independent registered public accounting firm for the fiscal years ending December 31, 2014 and 2013. This action effectively dismissed RBSM LLP ("~~our~~RBSM") oras ~~"us~~our independent registered public accounting firm as of July 7, 2015."

OnRBSM ~~September~~was 9hired as our independent registered public accounting firm for the fiscal years ending December 31, 2014 and 2013; however, ~~our~~as ~~then~~of ~~President/Chief~~July ~~Financial~~7, ~~Officer~~2015, ~~Bryan~~RBSM B.had ~~Kornegay~~not completed the audit work for our fiscal years ending December 31, Jr2014 and 2013. ~~(“Kornegay”)~~Accordingly, ~~was~~there ~~criminally~~are ~~charged~~no reports by RBSM for the ~~Office~~2014 ofand ~~State~~2013 ~~Attorney~~fiscal ~~for~~years ~~the~~containing ~~10th~~any ~~Judicial~~opinion, ~~District~~including an adverse opinion or disclaimer of ~~Florida~~opinion ~~with~~and ~~grand~~were ~~theft~~not inqualified ~~excess~~or ofmodified ~~$100~~as to uncertainty,~~000~~ audit scope or accounting principles. ~~Following~~In connection with the ~~publication~~planned audits of ~~those~~our ~~charges~~consolidated financial statements for the fiscal years ended December 31, 2014 and 2013, there were no disagreements with RBSM on any matters of accounting principles or ~~about~~practices ~~September~~or ~~19,~~auditing ~~2014~~scope and procedures which, ~~Kornegay took~~if anot ~~leave~~resolved to the satisfaction of ~~absence from~~RBSM, ~~his~~would ~~positions~~have ascaused ~~our~~RBSM ~~President/Chief~~to ~~Financial~~make ~~Officer~~reference to the matter in their reports. ~~The~~There ~~leave~~were ofno ~~absence~~reportable ~~was~~events ~~approved~~(as bythat ~~our~~term ~~Board~~is described in Item 304(a)(1)(v) of ~~Directors. The~~Regulation ~~criminal~~S-K) ~~matter~~during ~~was~~the ~~ultimately~~two ~~dismissed~~fiscal years ended December 31, 2014 and 2013 or in the subsequent periods through March 31, 2015 and June 30, 2015.

InWe ~~January~~have ~~2015,~~provided wea ~~engaged~~copy ~~legal~~of ~~counsel~~the toforegoing ~~conduct~~disclosures anto ~~internal~~RBSM ~~investigation of Kornegay’s handling~~ and ~~issuance~~requested ofthat ~~our~~RBSM ~~securities,~~furnish ~~funds~~it ~~paid~~with bya ~~investors,~~letter ~~bank~~addressed ~~accounts~~to ~~into which~~ the ~~investor~~Securities ~~funds were deposited~~ and ~~related~~Exchange ~~transactions.~~Commission Onstating ~~March~~whether ~~23,~~RBSM ~~2015~~agrees ~~and~~with ~~April 8, 2015, our legal counsel presented preliminary findings of~~ the ~~internal~~above ~~investigation to our Board of Directors, including Kornegay~~statements. InA ~~response~~copy ~~to these preliminary findings, which included allegations~~ of ~~misconduct~~the ~~by Kornegay~~letter, ~~Kornegay~~dated ~~resigned~~July ~~from our Board of Directors effective April 10~~15, 2015. ~~Thereafter,~~is wefiled ~~continued~~as ~~(and~~Exhibit ~~continue~~16.1 to this ~~date)~~Form ~~to conduct an internal investigation of damages that we have suffered from Kornegay’s misconduct~~8-K.

We(b) ~~made~~During athe ~~preliminary~~two ~~report~~most ofrecent ~~our~~fiscal ~~internal~~years ~~investigation’s~~and ~~findings~~in to the ~~United~~subsequent ~~States~~interim ~~Securities~~periods ~~and~~through ~~Exchange~~March ~~Commission~~31, 2015 and June 30, 2015, we ~~will~~have ~~cooperate~~not consulted with ~~federal~~Mallah ~~regulators~~Furman towith ~~identify~~respect ~~potential~~to ~~violations~~the application of ~~the~~accounting ~~federal~~principles ~~securities~~to ~~laws~~a ~~and~~specified totransaction, ~~recover~~either ~~identifiable~~completed ~~losses~~or proposed, or the type of audit opinion that wewould have ~~suffered~~been rendered on our consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

2Item 9.01 Financial Statements and Exhibits

~~SIGNATURES~~(d) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit No.		Description of Exhibit
16.1		Letter from RBSM, LLP to the Securities and Exchange Commission dated July 15, 2015

	BIONITROGEN HOLDINGS CORP.
Dated: May 20, 2015	By:	/s/ Carlos A. Contreras, Sr.
	Name:	Carlos A. Contreras, Sr.
	Title:	Chairman & CEO

3SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BIONITROGEN HOLDINGS CORP.

Dated: July 16, 2015	By:	/s/ Carlos A. Contreras, Sr.
	Name:	Carlos A. Contreras, Sr.
	Title:	Chairman & CEO

Filing Compare · Bio Nitrogen Holdings Corp