-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 TruMG2eDIDSp0ljpktBMwF41vq4yXnaU9p5NmG8zRjXfCgtsQBzrYAu+nFGVA0W1
 xy7duMFuMLrjSd27LbE8ww==

<SEC-DOCUMENT>0001437904-10-000112.txt : 20101122
<SEC-HEADER>0001437904-10-000112.hdr.sgml : 20101122
<ACCEPTANCE-DATETIME>20101122141955
ACCESSION NUMBER:		0001437904-10-000112
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20101111
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20101122
DATE AS OF CHANGE:		20101122

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BION ENVIRONMENTAL TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0000875729
		STANDARD INDUSTRIAL CLASSIFICATION:	AGRICULTURE CHEMICALS [2870]
		IRS NUMBER:				841176672
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-19333
		FILM NUMBER:		101208228

	BUSINESS ADDRESS:	
		STREET 1:		C/O BOX 566
		STREET 2:		1774 SUMMITVIEW WAY
		CITY:			CRESTONE
		STATE:			CO
		ZIP:			81131
		BUSINESS PHONE:		(212) 758-6622

	MAIL ADDRESS:	
		STREET 1:		C/O BOX 566
		STREET 2:		1774 SUMMITVIEW WAY
		CITY:			CRESTONE
		STATE:			CO
		ZIP:			81131

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RSTS CORP
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>bion8k.txt
<DESCRIPTION>BION ENVIRONMENTAL TECH 11-11-10 FORM 8-K
<TEXT>
                                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


                              November 11, 2010
              ------------------------------------------------
              Date of Report (date of earliest event reported)


                    BION ENVIRONMENTAL TECHNOLOGIES, INC.
             ----------------------------------------------------
             Exact name of Registrant as Specified in its Charter

         Colorado                 000-19333                84-1176672
- ---------------------------    ---------------   ---------------------------
State or Other Jurisdiction    Commission File   IRS Employer Identification
     of Incorporation              Number                  Number


           Box 566/1774 Summitview Way, Crestone, Colorado 81131
         ----------------------------------------------------------
         Address of Principal Executive Offices, Including Zip Code


                                (212) 758-6622
             --------------------------------------------------
             Registrant's Telephone Number, Including Area Code


                                 Not applicable
          -----------------------------------------------------------
          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))




ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.

     (c)  Effective November 16, 2010 the Company reached an agreement with
William O'Neill (age 50) pursuant to which he will become Bion's CEO on
January 1, 2011.  Mr. O'Neill will also join the Company's Board of Directors
at that date.  Prior to joining the Company, Mr. O'Neill served as Vice
President - Business Development of Advanced Brands until its sale during
2010.  The 'short-form' agreement (which will be incorporated into a longer,
more formal agreement before calendar year end) is attached hereto as Exhibit
10.1.  A press release regarding the hiring of Mr. O'Neill is attached hereto
as Exhibit 99.2.  Mr. O'Neill's resume is attached as Exhibit 10.2 hereto.

ITEM 7.01  REGULATION FD DISCLOSURE.

     On November 11, 2010, the Company issued a press release regarding the
formal ground breaking held November 10, 2010 for its Kreider Phase 1 dairy
waste treatment system in Lancaster County, Pennsylvania. The press release
has been attached hereto as an Exhibit 99.1 and will also be posted on our
websites: www.bionpa.com & www.bionoswegoproject.com.

     On November 22, 2010, the Company issued a press release regarding its
hiring of Mr. William O'Neill.  The press release has been attached hereto as
Exhibit 99.2 and will also be posted on our website: www.biontech.com.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements of Businesses Acquired.

          Not Applicable.

     (b)  Pro Forma Financial Information

          Not Applicable.

     (c)  Shell Company Transactions

          Not Applicable.

     (d)  Exhibits

          Exhibit 10.1 - Short Form of Agreement with William O'Neill

          Exhibit 10.2 - Resume of William O'Neill

          Exhibit 99.1 - Press Release dated November 11, 2010
                         Regarding Commencement of Construction on
                         Pennsylvania Dairy Farm Waste Management
                         System

          Exhibit 99.2 - Press Release dated November 22, 2010
                         Regarding Announcement of New Chief Executive
                         Officer and Director




                                  SIGNATURE

     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 hereunto duly authorized.

                                    Bion Environmental Technologies, Inc.



Date:  November 22, 2010            By:/s/ Mark A. Smith
                                       Mark A. Smith, President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex101.txt
<DESCRIPTION>EXHIBIT 10.1 - SHORT FORM AGREEMENT
<TEXT>
EXHIBIT 10.1


From: Bill ONeill [mailto:bill.oneill2@gmail.com]
Sent: Tuesday, November 16, 2010 8:07 AM
To: Mark A Smith
Subject: Re: O'Neill Terms/Agreement

Mark,

It looks good.  Let's put together a formal agreement.

Thanks,

Bill

On Mon, Nov 15, 2010 at 11:09 AM, Mark A Smith <mas@biontech.com> wrote:

Bill,

Based on your conversations and meetings with Dom, confirmed during our call
this morning, you have agreed:

- - to join Bion as its CEO commencing approximately January 1, 2011;
- - the term of service shall be 4 years;
- - you will serve as Bion's CEO;
- - you will also be a member of Bion's Board of Directors;
- - your base compensation will be $300,000/year plus medical insurance
  allowance/allocation;
- - you are being granted  options to purchase 750,000 shares of Bion's common
  stock with an exercise price of $3.10/share (the market price of Bion's
  common stock when we 'shook hands over the phone' this morning) of which:

  a - all shall be granted effective immediately;
  b - 300,000 shall be vested immediately (subject only to pro-rata reduction
      if you elect to leave Bion or you are terminated for cause), &
  c - 450,000 of which shall vest in equal quarterly tranches over years
      2,3 & 4 of the term.

- - no relocation shall be required; &
- - when Bion establishes a 'management bonus pool' or similar arrangement, you
  will be a participant.

If you agree that the above are the material terms of the agreement, please
confirm by email to me.

We will then incorporate these terms in a more formal agreement that will be
executed before the end of the year.

Mark

Mark A. Smith
President & General Counsel
Bion Environmental Technologies, Inc.
303-517-5302(cel)/719-256-5329(hm off)/425-984-9702(fax)

The information contained in this communication is confidential, intended
only for the use of the recipient named above and may be legally privileged.
If the reader of this message is not the intended recipient or person
responsible to deliver it to the intended recipient, you are hereby notified
that any dissemination, distribution or copying of this communication is
strictly prohibited. This communication is intended for information purposes
only and should not be regarded as an offer to sell or as a solicitation of
any kind. Any information set forth may have been obtained from sources which
we believe reliable, but we cannot guarantee its accuracy.  Email
transmission cannot be guaranteed to be secure or error free. Therefore we do
not represent that this information is correct or accurate, and it should not
be relied upon as such.  All information is subject to change without notice.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102.txt
<DESCRIPTION>EXHIBIT 10.2 - RESUME OF WILLIAM O'NEILL
<TEXT>
EXHIBIT 10.2
                              Bill O'Neill


My twenty year career in the protein industry has focused on commercializing
"what's next" for the retail meat case & frozen grocery.  Ahead of the
conventional wisdom's rush to market, I helped pioneer concepts such as low-
fat ground beef, case-ready fresh meat, sourced-verified beef, fully-cooked
entrees and private label fully-cooked meat.  In each case, we leveraged
emerging technologies to give customers a competitive advantage in the
marketplace.

History
2001 - 2010   Advance Brands, Edmond, OK - Vice President Business
              Development

*  One of four officers who started & built a highly profitable $225 million
   fully-cooked protein business in 9 years
*  Created the #3 selling brand in cooked frozen poultry & meat - Fast Fixin'
   & Fast Classics, based on IRI
*  Became the #1 supplier of fully-cooked burgers to the retail channel
*  Developed a $40 million private-label business by partnering with premier
   retailers like HEB, Walmart, Meijer, Target & Giant Eagle
*  Business sold to Oaktree Capital in 2010

2000 - 2001   Quik-to-Fix, Dallas, TX - Vice President Retail

*  Created a $30 million private label fully-cooked protein business in
   eighteen months by focusing on key retailers like HEB, Publix, Meijer &
   Giant Eagle
*  Business sold to Smithfield Foods in 2001

1998 - 2000   Flint Hills Foods, Wamego, KS - Vice President Retail

*  Created the industry's first fully-cooked protein entrees
*  Created a $50 million fully-cooked entree business by marketing Classic
   Main Courses to most major U.S. retailers
*  Business sold to Hormel in 2000, and became the foundation of their
   value-added business segment

1996 - 1998   Koch Industries, Wichita, KS - Director Retail Sales &
              Marketing

*  Collaborated with a team of seven to create and market the industry'
   first source-verified, guaranteed-tender beef program

*  Marketed Clear Creek Ranch . . . Private Stock, to premier retailers &
   food service operators like Wegmans, HEB, Publix and Sysco

*  Business sold to Cargill in 1998




Bill O'Neill
Page 2 of 2


1995 - 1996   Smithfield Packing Co, Smithfield, VA - Director Case Ready
              Products

*  Created a case-ready pork business that delivered freshly cut pork
   in modified atmosphere packages to targeted customers like Walmart,
   Kroger and Food Lion
*  Directed the development of two facilities, and built an organization
   comprised of 150 associates

1990 - 1995    Fairbank Farms, Ashville, NY - Executive Vice President, Chief
               Operating Officer

*  Re-organized a commodity-based company destroyed by fire into a value-
   added manufacturing business

*  Developed & marketed the country's first low-fat ground beef in response
   to McDonald's McLean Deluxe

*  Became the first manufacturer to provide attractive nutritional labeling
   inside the box of fine-grind ground beef

*  Created the country's initial case-ready fresh meat program, designed to
   replicate the European programs driven by Tesco

Education
1977 - 1981    Gettysburg College, Gettysburg PA - Bachelor of Arts,
               Economics Major, 3.4GPA

Hobbies

*  Running, Biking & Golfing
*  Reading Fiction, Self-Improvement, Biographies
*  Cheerleading my wife's triathlon success


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex991.txt
<DESCRIPTION>EXHIBIT 99.1 - PRESS RELEASE DTD 11/11/2010
<TEXT>
EXHIBIT 99.1

                     BION ENVIRONMENTAL TECHNOLOGIES, INC.

Construction Commences on Pennsylvania Dairy Farm Waste Management System
Which Will Produce Cost-Effective, Permanent, Measurable and Verifiable
Nutrient Reductions to the Chesapeake Bay

November 11, 2010. New York, New York. Bion Environmental Technologies, Inc.
(OTC BB: BNET) on Wednesday, November 10, 2010 held a groundbreaking ceremony
to mark the commencement of construction activities for its livestock waste
processing technology project at the Kreider Dairy Farm in Manheim,
Pennsylvania.

Joining Bion at the ceremony were John Hines, Deputy Secretary of
Pennsylvania Department of Environmental Protection, Paul Marchetti,
Executive Director of PENNVEST, Russell Redding, Pennsylvania Department of
Agriculture, State Sen. Mike Brubaker and Representative Tom Creighton.

"The Bion Farm Waste Treatment System is a shining example of the type of
ingenuity and innovation that we need to overcome the significant and unique
challenges we face in reducing pollution in the Chesapeake Bay," said
Brubaker, who serves as Vice Chairman of the Chesapeake Bay Commission and
Chairman of Pennsylvania's delegation to the Commission. "I am grateful that
Bion Environmental Technologies and Kreider Farms are leading the way in
helping Pennsylvania meet our pollution reduction goals to protect this vital
natural resource."

Bion has established a website (www.bionpa.com) to provide the Chesapeake Bay
watershed stakeholders and Bion shareholders with a transparent source of the
projects' status and, upon completion, the data and results that compose
Bion's credit verification plan. The Bion installation will demonstrate the
technology's ability to generate real, measurable, permanent and verifiable
nutrient reductions from unregulated non-point source livestock facilities
such as the Kreider dairy. Bion's approved credit certification plan is
unique in that it includes nitrogen credits from the reduction of ammonia
emissions. The measurable and verified reductions to both the local
watersheds and the Chesapeake Bay drainage basin will demonstrate the overall
cost effectiveness of treating livestock waste at the source. Stakeholders
and others will be able to post questions and comments that Bion staff will
respond to, subject to the limitations imposed by SEC Regulation FD.

About Bion: Bion Environmental Technologies has provided environmental
treatment solutions to the agriculture and livestock industry since 1990.
Bion's patented next-generation technology provides a unique comprehensive
treatment of livestock waste that achieves substantial reductions in nitrogen
and phosphorus, ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides. Bion's process simultaneously recovers
cellulosic biomass from the waste stream to produce renewable energy.

Bion's technology enables development of large scale livestock facilities in
strategic locations that provide greater efficiencies and dramatically
reduced transportation costs but were previously impracticable due to their
environmental impact. These environmentally-responsible, large scale
facilities can be integrated with existing or new food processing and
renewable energy production operations to substantially reduce risk and
improve the economics of all partners. For more information, see Bion's
website: www.biontech.com.

This material includes forward-looking statements based on management's
current reasonable business expectations. In this document, the word
'expect', 'will', 'proposed' and similar expressions identify certain
forward-looking statements. These statements are made in reliance on the
Private Securities Litigation Reform Act, Section 27A of the Securities act
of 1933, as amended. There are numerous risks and uncertainties that could
result in actual results differing materially from expected outcomes.
Contact information:

Mark A. Smith                         Craig Scott
President                             Vice President-Capital Markets/IR
719-256-5329                          303-843-6191 direct
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ex992.txt
<DESCRIPTION>EXHIBIT 99.2 - PRESS RELEASE DTD 11/22/10
<TEXT>
EXHIBIT 99.2

                     BION ENVIRONMENTAL TECHNOLOGIES, INC.

          Bion Announces New Chief Executive Officer and Director

November 22, 2010.  New York, New York.  Bion Environmental Technologies,
Inc. (OTC BB: BNET) announced today that Bill O'Neill will join Bion's
management team as its Chief Executive Officer and a member of Bion's Board
of Directors, effective January 1, 2011.

Mr. O'Neill has over 20 years experience in the agriculture and food services
industries.  Most recently, he served as the VP - Business Development for
Advance Brands, a fully-cooked protein business with approximately $225
million in annual sales. Throughout his career, O'Neill has focused on
leveraging the latest technologies to the competitive advantages of his
customers.  His advance recognition of cutting edge methodologies in both
manufacturing processes and retailer strategies has provided a primary basis
for his successful senior management career.

Mr. O'Neill stated, "Bion's technology is game changing, and will add value
to each link in the food chain.  It not only changes how food is processed,
it affects where the process can take place. American consumers (and others)
have made their wishes clear: they are looking for affordable food products
that are safer and that are produced with reduced environmental impacts.
Bion's technology and its capabilities create a clear advantage in the
ability to provide these types of products."

Mark Smith, Bion's president, stated, "We are very pleased to add Bill
O'Neill to our core management team.  As Bion transitions into a fully-
operating, commercial company, Bill's abilities and unique experience will
play a critical role in aligning Bion's capabilities with the production,
processing and distribution companies that will most benefit from them."

               __________________________________________

About Bion: Bion Environmental Technologies has provided environmental
treatment solutions to the agriculture and livestock industry since 1990.
Bion's patented next-generation technology provides a unique comprehensive
treatment of livestock waste that achieves substantial reductions in nitrogen
and phosphorus, ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides. Bion's process simultaneously recovers
cellulosic biomass from the waste stream to produce renewable energy.

Bion's technology enables development of large scale livestock facilities in
strategic locations that provide greater efficiencies and dramatically
reduced transportation costs that were previously impracticable due to their
environmental impact.  These environmentally-responsible large scale
facilities can be integrated with existing or new food processing and
renewable energy production operations to substantially reduce risk and
improve the economics of all partners.  For more information, see Bion's
website: www.biontech.com.

This material includes forward-looking statements based on management's
current reasonable business expectations. In this document, the word
'expect', 'will', 'proposed' and similar expressions identify certain
forward-looking statements. These statements are made in reliance on the
Private Securities Litigation Reform Act, Section 27A of the Securities act
of 1933, as amended. There are numerous risks and uncertainties that could
result in actual results differing materially from expected outcomes.

Contact information:

Mark A. Smith                           Craig Scott
President                               Vice President-Capital Markets/IR
719-256-5329                            303-843-6191 direct
mas@biontech.com                        cscott@biontech.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----