6-K

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 6-K

  Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 Under the
                        Securities Exchange Act of 1934

                          For the month of: June 2006
                   Commission PersonNameFile Number: 0-26531

                             SOIL BIOGENICS LIMITED
                              (Name of Registrant)

                Marques de Urquijo 5, 5 B, 28008, Madrid, Spain
                    (Address of Principal Executive Offices)


Indicate  by  check  mark  whether  the  registrant  PersonNamefiles  or  will
PersonNamefile  annual  reports  under  cover  of  Form  20-F  or  Form  40-F:
Form  20-F  [X]        Form  40-F  [ ]

Indicate  by check mark if the registrant is submitting the Form 6-K in paper as
permitted  by  Regulation  S-T  Rule  101(b)(1):  [ ]

NOTE:  Regulation  S-T  Rule 101(b)(1) only permits the submission in paper of a
Form  6-K  if  submitted solely to provide an attached annual report to security
holders.

Indicate  by check mark if the registrant is submitting the Form 6-K in paper as
permitted  by  Regulation  S-T  Rule  101(b)(7):  [ ]

NOTE:  Regulation  S-T  Rule 101(b)(7) only permits the submission in paper of a
Form  6-K if submitted to furnish a report or other document that the registrant
foreign  private  issuer  must  furnish  and  make  public under the laws of the
jurisdiction  in  which  the  registrant  is  incorporated, domiciled or legally
organized  (the  registrant's  "home  country"),  or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report  or  other document is not a press release, is not required to be and has
not  been distributed to the registrant's security holders, and, if discussing a
material  event,  has already been the subject of a Form 6-K submission or other
Commission  filing  on  EDGAR.

Indicate  by  check  mark  whether  the registrant by furnishing the information
contained  in  this  Form,  is  also  thereby  furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes  [ ]  No  [X]

If  "Yes"  is  marked,  indicate below the PersonNamefile number assigned to the
registrant in connection with Rule 12g3-2(b): 82- ___________ .



SOIL BIOGENICS LIMITED
- ----------------------

Item 4.01 Changes in Registrant's Certifying Accountant

Effective  May  5,  2006,  we dismissed our prior independent public accountant,
Ernst & Young LLP and retained as our new independent public accountant Peterson
Sullivan  PLLC.  Prior to May 5, 2006, Ernst & Young LLP had been our certifying
independent  public  accountant  since  the  transaction  of  Moore  Stephens
International  member firm Ellis Foster Ltd. with Ernst & Young LLP in May 2005.
Moore  Stephens  International  member  firm  Ellis  Foster  Ltd.  has  been our
certifying  independent  public  accountant  since March 2000. Ernst & Young LLP
reported  on  our  financial statements for the year ended December 31, 2004 and
their  report  contained no adverse opinion or disclaimer of opinion, nor was it
qualified  or  modified as to uncertainty, audit scope or accounting principles.

The  decision  to  change  accountants  was  approved  by the Company's Board of
Directors.

For  the  fiscal year 2004 and the subsequent period preceding the change, there
were  no  disagreements between the Company and Ernst & Young LLP on any matters
of  accounting  principles  or  practices,  financial  statement  disclosure, or
auditing  scope  or  procedure,  which  disagreements,  if  not  resolved to the
satisfaction  of  Ernst & Young LLP, would have caused it to make a reference to
the subject matter of disagreements in connection with its report. There were no
"reportable events" as that term is described in Item 304(a)(1)(v) of Regulation
S-B  for  the  fiscal  year  2004  and  any  subsequent  period.

The  Company  has  made the contents of this Form 6-K available to Ernst & Young
LLP  and  has  requested Ernst & Young LLP furnish it with a letter addressed to
the  Securities and Exchange Commission stating whether Ernst & Young LLP agrees
or disagrees with, or wishes to clarify the Company's expression of their views.
A  copy  of  the  letter  from  Ernst & Young LLP to the Securities and Exchange
Commission  is  filed  as  Exhibit  16  to  this  Current  Report  on  Form 6-K.

Effective  May  5,  2006,  the Company engaged Peterson Sullivan PLLC as our new
independent registered public accountants to audit our financial statements. The
appointment  of Peterson Sullivan PLLC was recommended and approved by our board
of  directors.  During  our last two most recent fiscal years and the subsequent
interim  period  to  date  hereof,  we have not consulted Peterson Sullivan PLLC
regarding  either:  (1)  the application of accounting principles to a specified
transaction,  either  complete  or  proposed,  or the type of audit opinion that
might be rendered on our financial statements, or (2) any matter that was either
the  subject  matter  of  a  disagreement  as  defined  in Item 304(a)(1)(iv) of
Regulation  S-B  or  a  reportable  event  as  described in Item 304(a)(1)(v) of
Regulation  S-B.

Item 9.01     Financial Statements and Exhibits

(d)  Exhibits:

The  exhibits  listed  in  the following Exhibit Index are filed as part of this
Current Report on Form 6-K

16.0 Letter from Ernst & Young LLP dated as of June 15,2006.



                                   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.

                                        SOIL BIOGENICS LIMITED

Date: June 15, 2006
      -------------
                                           BY:  /s/Agustin Gomez de Segura
                                                --------------------------
                                                Agustin Gomez de Segura
                                                President and Director

EX-16.0

ERNST & YOUNG                 Ernst & Young LLP             Phone:  604 891-8200
                              Chartered Accountants         Fax:    604 643-5422
                              Pacific Centre
                              P.O. Box 10101
                              700 West Georgia Street
                              Vancouver, Canada V7Y 1C7




June 15,2006

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549


Gentlemen:

We have read Item 4.01 of Form 6-K dated June 8, 2006 of SOIL BIOGENICS LIMITED
(the "Company") and:

- -    We are in agreement with the statement made in the third sentence of
     paragraph one but we have no basis to agree or disagree with the statements
     made in the first and second sentences of this paragraph. We were informed
     of our dismissal on June 8, 2006.

- -    We are in agreement with the statements made in paragraphs three and four.

- -    We have no basis to agree or disagree with the statements made in
     paragraphs two and five.


Yours truly,

/s/ Ernst & Young LLP


ERNST & YOUNG LLP