~~UNITED~~U.S. ~~STATES~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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~~DATE ofOF ~~Report~~REPORT (~~Date~~DATE ofOF ~~earliest~~EARLIEST ~~event~~EVENT ~~reported~~REPORTED): ~~July~~August 711, 2015

BIONITROGEN HOLDINGS CORP. (Exact name of ~~registrant~~small business issuer as specified in its charter)

New Jersey		33-36670		22-3061278
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

New Jersey

8300 NW 53rd Street, Suite 350, Doral, Florida		33166
(Address of principal executive offices)		(Zip Code)

(State or other jurisdiction of incorporation)

561-600-9550 Registrant's telephone number, including area code 1875 NW 18th Terrace, Suite 105, Doral, Florida 33172 (Former name or former address, if changed since last report)

333-06835		22-3061278
(Commission File Number)		(I.R.S. Employer Identification No.)

~~Check~~8300 ~~the~~NW ~~appropriate~~53rd ~~box~~Street, ~~below~~Suite if350, ~~the~~Doral, ~~Form~~Florida ~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~33166

(Address of principal executive offices)

(561) 600-9500

(Issuer’s telephone number)

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

¨ 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))

~~BioNitrogen~~As ~~Holdings~~used ~~Corporation~~in isthis ~~referred~~report, tothe ~~herein~~terms as "we", "us", "our" orrefer ~~"us.~~to BioNitrogen Holdings Corporation, a New Jersey corporation

Item 45.0103 ~~Changes~~- inAmendments ~~Registrant's~~to ~~Certifying~~Articles ~~Accountant~~of Incorporation or Bylaws; Change in Fiscal Year.

~~(a)~~Effective OnAugust ~~July 7~~11, 2015, we ~~approved~~filed an amendment to the ~~appointment~~Company's Certificate of ~~Mallah~~Incorporation ~~Furman,~~with ~~Certified~~the ~~Public~~New ~~Accountants~~Jersey Secretary of State, specifically a Certificate of Designation (as returned and accepted by the New Jersey Secretary of State on August 17, 2015). We amended our ~~independent~~Certificate ~~registered~~of ~~public~~Incorporation ~~accounting~~to ~~firm~~designate ~~for~~One Hundred Million (100,000,000) of the ~~fiscal~~shares ~~years~~of ~~ending~~common ~~December~~stock, 31$0.001 par value, ~~2014~~as Class B Common Stock with specific rights and ~~2013.~~preferences ~~This~~including ~~action~~the ~~effectively~~provision ~~dismissed~~that ~~RBSM~~each ~~LLP~~share of the Class B Common Stock shall have five (~~"RBSM"~~5) asvotes ~~our~~on ~~independent~~all ~~registered~~matters ~~public~~presented ~~accounting~~to ~~firm~~be asvoted ofby ~~July~~the 7,holders ~~2015~~of Common Stock. The Class B Common Stock is not convertible into Common Stock.

RBSM was hired as our independent registered public accounting firm for the fiscal years ending December 31, 2014 and 2013; however, as of July 7, 2015, RBSM had not completed the audit work for our fiscal years ending December 31, 2014 and 2013Section 9.01 Accordingly, there are no reports by RBSM for the 2014 and 2013 fiscal years containing any opinion, including an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the planned audits of our 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 practices or auditing scope and procedures which, if not resolved to the satisfaction of RBSM, would have caused RBSM to make reference to the matter in their reports. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) ~~during~~Financial ~~the~~Statements ~~two fiscal years ended December 31, 2014~~ and ~~2013~~Exhibits ~~or in the subsequent periods through March 31, 2015 and June 30, 2015.~~

We have provided a copy of the foregoing disclosures to RBSM and requested that RBSM furnish it with a letter addressed to the Securities and Exchange Commission stating whether RBSM agrees with the above statements. A copy of the letter, dated July 15, 2015 is filed as Exhibit 16.1 to this Form 8-K.

Exhibit

Number

Description

3.1

Certificate of Designation of Class B Common Stock as filed with the New Jersey Secretary of State.

(b) During the two most recent fiscal years and in the subsequent interim periods through March 31, 2015 and June 30, 2015, we have not consulted with Mallah Furman with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have 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.~~

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~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 hereunto duly authorized.

Exhibit No.		Description of Exhibit
	BioNitrogen Holdings Corp.
16.1		Letter from RBSM, LLP to the Securities and Exchange Commission dated July 15, 2015
Date: August 18, 2015	By:	/s/ Carlos A. Contreras, Sr.
		Carlos A. Contreras, Sr.
		Chief Executive Officer

SIGNATURES

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

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