-----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, K1tvteg7tFVqhAiZO+d6zfFO3IrIy6aN9qx1fM87Jy7VxrbxqwJztDxrPw0rBvYi zD8PmekkRuinbinPSw7v7w== 0000904896-08-000030.txt : 20080515 0000904896-08-000030.hdr.sgml : 20080515 20080515161306 ACCESSION NUMBER: 0000904896-08-000030 CONFORMED SUBMISSION TYPE: 10-Q CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: N-VIRO INTERNATIONAL CORP CENTRAL INDEX KEY: 0000904896 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 341741211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21802 BUSINESS ADDRESS: STREET 1: 3450 W CENTRAL AVE STREET 2: STE 328 CITY: TOLEDO STATE: OH ZIP: 43606 BUSINESS PHONE: 4195356374 MAIL ADDRESS: STREET 1: 3450 WEST CENTRAL AVENUE SUITE 328 CITY: TOLEDO STATE: OH ZIP: 43606 10-Q 1 form10q1q08.txt FORM 10-Q - 1Q 2008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2008 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 0-21802 ----------------------- N-VIRO INTERNATIONAL CORPORATION (Exact name of small business issuer as specified in its charter) Delaware 34-1741211 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 3450 W. Central Avenue, Suite 328 Toledo, Ohio 43606 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (419) 535-6374 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X As of May 5, 2008, 4,317,956 shares of N-Viro International Corporation $ .01 par value common stock were outstanding. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
N-VIRO INTERNATIONAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended ------------------------ 2008 2007 ----------- ----------- REVENUES $1,164,046 $1,132,260 COST OF REVENUES 933,347 887,113 ----------- ----------- GROSS PROFIT 230,699 245,147 OPERATING EXPENSES Selling, general and administrative 395,393 478,867 ----------- ----------- OPERATING LOSS (164,694) (233,720) OTHER INCOME (EXPENSE) Interest income 1,020 1,733 Interest expense (13,446) (10,916) Gain on legal debt forgiven 84,158 - ----------- ----------- 71,732 (9,183) ----------- ----------- LOSS BEFORE INCOME TAXES (92,962) (242,903) Federal and state income taxes - - ----------- ----------- NET LOSS $ (92,962) $ (242,903) =========== =========== Basic and diluted loss per share $ (0.02) $ (0.06) =========== =========== Weighted average common shares outstanding - basic and diluted 4,127,191 3,840,748 =========== ===========
See Notes to Consolidated Financial Statements
N-VIRO INTERNATIONAL CORPORATION CONSOLIDATED BALANCE SHEETS March 31, 2008 (Unaudited) December 31, 2007 --------------------------- ------------------- ASSETS - ------------------------------------------------------------------ CURRENT ASSETS Cash and cash equivalents: Unrestricted $ 85,433 $ 62,321 Restricted 136,526 135,506 Trade Receivables, net 582,208 440,958 Prepaid expenses and other current assets 289,776 185,330 --------------------------- ------------------- Total current assets 1,093,943 824,115 Property and Equipment, Net 1,332,057 1,300,428 Intangible and Other Assets, Net 393,265 318,523 --------------------------- ------------------- $ 2,819,265 $ 2,443,066 =========================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) - ------------------------------------------------------------------ CURRENT LIABILITIES Current maturities of long-term debt $ 186,663 $ 174,253 Line-of-credit 356,000 364,000 Accounts payable 947,399 1,055,268 Accrued liabilities 222,560 236,175 --------------------------- ------------------- Total current liabilities 1,712,622 1,829,696 Long-term debt, less current maturities 800,456 772,374 --------------------------- ------------------- Total liabilities 2,513,078 2,602,070 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $.01 par value; authorized 7,000,000 shares; issued 4,341,009 in 2008 and 4,145,359 in 2007 43,410 41,454 Additional paid-in capital 17,518,331 16,962,134 Accumulated deficit (16,570,664) (16,477,702) --------------------------- ------------------- 991,077 525,886 Less treasury stock, at cost, 123,500 shares 684,890 684,890 --------------------------- ------------------- Total stockholders' equity (deficit) 306,187 (159,004) --------------------------- ------------------- $ 2,819,265 $ 2,443,066 =========================== ===================
See Notes to Consolidated Financial Statements
N-VIRO INTERNATIONAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31 2008 2007 ---------- ---------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $(152,459) $ 27,798 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (113,055) (225,535) Expenditures for intangible assets - (3,000) Reductions to restricted cash and cash equivalents (1,020) (883) ---------- ---------- Net cash used in investing activities (114,075) (229,418) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings under long-term obligations 108,485 128,405 Principal payments on long-term obligations (67,993) (36,198) Stock warrants exercised 122,000 - Stock options exercised 135,154 53,571 Net borrowings (payments) on line-of credit (8,000) 30,000 ---------- ---------- Net cash provided by financing activities 289,646 175,778 ---------- ---------- NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS 23,112 (25,842) CASH AND CASH EQUIVALENTS - BEGINNING 62,321 162,633 ---------- ---------- CASH AND CASH EQUIVALENTS - ENDING $ 85,433 $ 136,791 ========== ========== Supplemental disclosure of cash flows information: Cash paid during the three months ended for interest $ 24,853 $ 18,520 ========== ==========
See Notes to Consolidated Financial Statements N-VIRO INTERNATIONAL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION The accompanying consolidated financial statements of N-Viro International Corporation (the "Company") are unaudited but, in management's opinion, reflect all adjustments (including normal recurring accruals) necessary to present fairly such information for the period and at the dates indicated. The results of operations for the three months ended March 31, 2008 may not be indicative of the results of operations for the year ending December 31, 2008. Since the accompanying consolidated financial statements have been prepared in accordance with Item 310 of Regulation S-B, they do not contain all information and footnotes normally contained in annual consolidated financial statements; accordingly, they should be read in conjunction with the consolidated financial statements and notes thereto appearing in the Company's Form 10-KSB for the period ending December 31, 2007. The financial statements are consolidated as of March 31, 2008 and December 31, 2007 for the Company. All intercompany transactions were eliminated. In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following are certain significant estimates and assumptions made in preparation of the financial statements: Allowance for Doubtful Accounts - The Company estimates losses for uncollectible accounts based on the aging of the accounts receivable and the evaluation of the likelihood of success in collecting the receivable. The balance of the allowance at March 31, 2008 and December 31, 2007 is $40,000. Property and Equipment/Long-Lived Assets - Property and equipment is reviewed for impairment pursuant to the provisions of Statement of Financial Accounting Standards (or SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The carrying amount of an asset (group) is considered impaired if it exceeds the sum of the Company's estimate of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset (group), excluding interest charges. Property, machinery and equipment are stated at cost less accumulated depreciation. Management believes the carrying amount is not impaired based upon estimated future cash flows. Intangible Assets - Intangible assets deemed to have indefinite lives are tested for impairment by comparing the fair value with its carrying value. Significant estimates used in the determination of fair value include estimates of future cash flows. As required under current accounting standards, the Company tests for impairment when events and circumstances indicate that the assets might be impaired and the carrying value of those assets may not be recoverable. Fair Value of Financial Instruments - The fair values of cash, accounts receivable, accounts payable and other short-term obligations approximate their carrying values because of the short maturity of these financial instruments. The carrying values of the Company's long-term obligations approximate their fair value. In accordance with SFAS No. 107, "Disclosure About Fair Value of Financial Instruments," rates available at balance sheet dates to the Company is used to estimate the fair value of existing debt. Income Taxes - Income taxes are provided at the applicable rates on the basis of items included in the determination of income for income tax purposes for the Company. The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement 109" on January 1, 2007. Deferred Income Taxes - Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income, under the provision of SFAS No. 109 which requires deferred income taxes be computed on the liability method and deferred tax assets are recognized only when realization in certain. The tax effect of such differences are zero at the end of each period presented. NOTE 2. RELATED PARTY TRANSACTIONS During the quarter ended March 31, 2008, the Company paid R. Francis DiPrete, a member of the Board, fees for consulting services. These fees were exclusive of director fees and expenses paid for with cash and stock options. The following table summarizes these payments and the balance to each of any monies owed as of March 31, 2008:
Payee Trucking, repairs and services Consulting fees Accounts payable balance at 3/31/2008 - ------------------ ------------------------------- ---------------- -------------------------------------- R. Francis DiPrete $ - $ 2,500 $ 2,500
NOTE 3. LONG-TERM DEBT Through the first quarter of 2008, the Company had a line of credit up to $400,000 at the prime rate (5.25% at March 31, 2008) plus 1.5% and secured by a first lien on all assets of the Company, with Monroe Bank + Trust, or the Bank. Two certificates of deposit totaling $136,526 from the Bank are held as a condition of maintaining the line of credit. As announced in a Form 8-K filing on November 7, 2007, we renewed the line of credit through October 2008. At March 31, 2008, the Company had $44,000 of borrowing capacity under the credit facility. During the first quarter 2008, the Company's wholly-owned subsidiary, Bio-Mineral Transportation LLC ("BMT"), borrowed a total of $108,485 from a lender to purchase two trailers that were placed into service during the quarter. A term note was issued at 7.5% interest for five years, monthly payments of $2,173 and secured by the trailers. The total amount owed on all notes by BMT as of March 31, 2008 was approximately $550,000 and all notes are expected to be paid in full on the applicable maturity date, the last of which is February 2013. During the first quarter 2008, the Company's wholly-owned subsidiary, Florida N-Viro LP ("Florida"), did not borrow any additional funds. The total amount owed on all notes by Florida as of March 31, 2008 was approximately $55,000 and all notes are expected to be paid in full on the applicable maturity date, the last of which is May 2012. On December 28, 2006, the Company purchased the remaining ownership interest in Florida N-Viro for $500,000 and financed $400,000 of it by delivering a note to the seller, VFL Technology Corporation. The note is at 8% interest for 10 years, to be paid in annual installments, including interest, of $59,612, subject to an offset for royalties due us under a patent license agreement from the same party. The amount owed on the note as of March 31, 2008 was approximately $373,000 and the first installment of $27,338 was paid on time in early 2008. The second installment is expected to be paid on time in early 2009, accounting for expected royalty offsets through 2008. NOTE 4. CONTINGENCIES AND OTHER OBLIGATIONS TO RELATED PARTIES In June 2007, the Company executed an Employment Agreement with Robert W. Bohmer as Vice-President of Business Development and General Counsel, which commenced July 1, 2007. The Company and Mr. Bohmer agreed primarily to enter into an employment arrangement for a two-year term at $150,000 per year plus a stock option grant of 100,000 shares. In addition, Mr. Bohmer is eligible for an annual cash bonus. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In March 2007, the Company and Mr. Timothy R. Kasmoch, the President and Chief Executive Officer, entered into an Employment Agreement dated and commencing February 13, 2007, for a two-year term. Mr. Kasmoch is to receive an annual base salary of $150,000, subject to an annual discretionary increase. In addition, Mr. Kasmoch is eligible for an annual cash bonus. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In April 2008, the Company amended the Agreement and extended the employment term an additional two years, ending on February 12, 2011. Except for the extension of the term, there were no other changes to the Agreement. Details of this event were announced in a Form 8-K filed April 7, 2008. The Company maintains an office in Daytona Beach under a lease with the County of Volusia, Florida which was renewed in April, 2005 for five years. The total minimum rental commitment for the years ending December 31, 2008 through 2009 is $48,000 each year, and for 2010 is $12,000. The total rental expense included in the statements of operations for the three months ended March 31, 2008 and 2007 is $12,000. We also lease various equipment on a month-to-month basis at our Florida operation. The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect, if any, current and future regulations may have on the operations of the Company. The Company is involved in these legal proceedings and subject to claims which have arisen in the ordinary course of business. These actions, when concluded and determined, will not, in the opinion of management, have a material adverse effect upon the financial position, results of operations or cash flows of the Company. NOTE 5. NEW ACCOUNTING STANDARDS In February 2008, the Financial Accounting Standards Board issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157 ("FSP 157-2"), which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities. Therefore, the Company has delayed application of SFAS 157 to its nonfinancial assets and nonfinancial liabilities, which include assets and liabilities acquired in connection with a business combination, goodwill, intangible assets and asset retirement obligations recognized in connection with final capping, closure and post-closure landfill obligations, until January 1, 2009. The Company is currently evaluating the impact of SFAS 157 for nonfinancial assets and liabilities on the Company's financial position and results of operations. In March 2008, the Financial Accounting Standards Board issued Statement of Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133". This Statement requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. Adoption of this Statement is not expected to have a material impact on the Company's financial statements. NOTE 6. SEGMENT INFORMATION The Company has determined that its reportable segments are those that are based on the Company's method of internal reporting, which segregates its business by product category and service lines. The Company's reportable segments are as follows: Management Operations - The Company provides employee and management services to operate the Toledo Ohio Wastewater Treatment Facility and the Daytona/Volusia County Florida Treatment Facility. Other Domestic Operations - Sales of alkaline admixtures, territory or site licenses and royalty fees to use N-Viro technology in the United States. Foreign Operations - Sale of alkaline admixtures, territory or site licenses and royalty fees to use N-Viro technology in foreign operations. Research and Development - The Company contracts with Federal and State agencies to perform or assist in research and development on the Company's technology. The accounting policies of the segments are the same as the Company's significant accounting policies. Fixed assets generating specific revenue are identified with their respective segments and are accounted for as such in the internal accounting records. All other assets, including cash and other current assets and all long-term assets, other than fixed assets, are not identified with any segments, but rather the Company's administrative functions. All of the net nonoperating income (expense) are non-apportionable and not allocated to a specific segment. The Company accounts for and analyzes the operating data for its segments generally by geographic location, with the exception of the Management Operations and Research and Development segments. The Management Operations segment represents both a significant amount of business generated as well as specific locations and unique type of revenue. The Domestic and Foreign operations segments differ in terms of environmental and municipal legal issues, nature of the waste disposal infrastructure, political climate and availability of funds for investing in the Company's technology. These factors have not changed significantly over the past several years and are not expected to change in the near term. The Research and Development segment is unlike any other revenue in that it is generated as a result of a specific project to conduct initial or additional ongoing research into the Company's emerging technologies. The Company has not recorded any revenue from this source since 2006. For the first quarter of 2008, approximately 90% of the Company's revenue was from management operations and 10% from other domestic operations. Since the second quarter of 2006, the percentage of the Company's revenue from management fee operations has grown from 45% to 90%, primarily the result of the acquisition of the Florida operations at the end of 2006. The table below presents information about the segment profits and segment identifiable assets used by the chief operating decision makers of the Company for the periods ended March 31, 2008 and 2007 (dollars in thousands):
Management Domestic Foreign Research & Operations Operations Operations Development Total ---------------------------- ----------- ---------- ----------- ----- Quarter Ended March 31, 2008 ------------------------------------------------------------------------- Revenues 1,050 114 - - 1,164 Cost of revenues 806 127 - - 933 ---------------------------- ----------- ---------- ----------- ----- Segment profits 244 (13) - - 231 ============================ =========== ========== =========== ===== Identifiable assets 1,232 85 - - 1,317 Depreciation and Amortization 53 35 - - 88 Quarter Ended March 31, 2007 ------------------------------------------------------------------------- Revenues 713 419 - - 1,132 Cost of revenues 594 293 - - 887 ---------------------------- ----------- ---------- ----------- ----- Segment profits 119 126 - - 245 ============================ =========== ========== =========== ===== Identifiable assets 991 96 - - 1,087 Depreciation and Amortization 24 11 - - 35
A reconciliation of total segment revenues, cost of revenues, and segment profits to consolidated revenues, cost of revenues, and segment information to the consolidated financial statements for the periods ended March 31, 2008 and 2007 is as follows (dollars in thousands):
Qtr. Ended Mar. 31 ------------------- 2008 2007 ------- ------- Segment profits: Segment profits for reportable segments $ 231 $ 245 Corporate selling, general and administrative expenses (396) (479) Other income (expense) 72 (9) ------- ------- Consolidated loss before taxes $ (93) $ (243) ======= ======= Identifiable assets: Identifiable assets for reportable segments $1,317 $1,087 Corporate property and equipment 15 17 Current assets not allocated to segments 1,094 1,088 Intangible and other assets not allocated to segments 393 755 ------- ------- Consolidated assets $2,819 $2,947 ======= ======= Depreciation and amortization: Depreciation and Amortization for reportable segments $ 88 $ 35 Corporate depreciation and amortization 10 47 ------- ------- Consolidated depreciation and amortization $ 98 $ 82 ======= =======
EARNINGS VARIATION DUE TO BUSINESS CYCLES AND SEASONAL FACTORS. The Company's operating results can experience quarterly or annual variations due to business cycles, seasonality and other factors. Sales of the N-Viro technology are affected by general fluctuations in the business cycles in the United States and worldwide, instability of economic conditions and interest rates, as well as other factors. In addition, operating results of some of our business segments are influenced, along with other factors such as interest rates, by particular business cycles and seasonality. COMPETITION. The Company conducts business in a highly competitive market and has fewer resources than most of its competitors. Principal competitors are mainly from the waste management and disposal, water and alternative energy industries. Businesses from these markets compete within and outside the United States principally on the basis of price, product quality, custom design, technical support, reputation, equipment financing assistance and reliability. Competitive pressures and other factors could cause the Company to lose market share or could result in decreases in prices, either of which could have a material adverse effect on its financial position and results of operations. RISKS OF DOING BUSINESS IN OTHER COUNTRIES. The Company conducts business in markets outside the United States, and expects to continue to do so. In addition to the risk of currency fluctuations, the risks associated with conducting business outside the United States include: social, political and economic instability; slower payment of invoices; underdeveloped infrastructure; underdeveloped legal systems; and nationalization. The Company has not entered into any currency swap agreements which may reduce these risks. The Company may enter into such agreements in the future if it is deemed necessary to do so. Current economic and political conditions in the Asia Pacific and Middle East regions have affected the Company outlook for potential revenue there. The Company cannot predict the full impact of this economic instability, but it could have a material adverse effect on revenues and profits. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD-LOOKING STATEMENTS This 10-Q contains statements that are forward-looking. We caution that words used in this document such as "expects," "anticipates," "believes," "may," and "optimistic," as well as similar words and expressions used herein, identify and refer to statements describing events that may or may not occur in the future. These forward-looking statements and the matters to which they refer are subject to considerable uncertainty that may cause actual results to differ materially from described in those statements. There are numerous factors that could cause actual results to be different than those anticipated or predicted by us, including: (i) a deterioration in economic conditions in general; (ii) a decrease in demand for our products or services in particular; (iii) our loss of a key employee or employees; (iv) regulatory changes, including changes in environmental regulations, that may have an adverse affect on the demand for our products or services; (v) increases in our operating expenses resulting from increased costs of labor and/or consulting services; (vi) our inability to exploit existing or secure additional sources of revenues or capital to fund operations; (vii) a failure to collect upon or otherwise secure the benefits of existing contractual commitments with third parties, including our customers; and (viii) other factors and risks identified in this Form 10-Q, or, as filed in Form 10-KSB for the year ending December 31, 2007 under the caption "Risk Factors." This list provides examples of factors that could affect the results described by forward-looking statements contained in this Form 10-Q; however, this list is not exhaustive and many other factors could impact our business and it is impossible to predict with any accuracy which factors could result in negative impacts. Although we believe that the forward-looking statements contained in this Form 10-Q are reasonable, we cannot provide you with any guarantee that the anticipated results will not be adverse and that the anticipated results will be achieved. All forward-looking statements in this Form 10-Q are expressly qualified in their entirety by the cautionary statements contained in this section and you are cautioned not to place undue reliance on the forward-looking statements contained in this Form 10-Q. In addition to the risks listed above, other risks may arise in the future, and we disclaim any obligation to update information contained in any forward-looking statement. OVERVIEW We were incorporated in Delaware in April, 1993, and became a public company in October 1993. We own and sometimes license various N-Viro Processes, patented technologies to treat and recycle wastewater and other bio-organic wastes, utilizing certain alkaline and mineral by-products produced by the cement, lime, electric utilities and other industries. The N-Viro Process is a patented process for the treatment and recycling of bio-organic wastes, utilizing certain alkaline by-products produced by the cement, lime, electric utilities and other industries. To date, the N-Viro Process has been commercially utilized for the recycling of wastewater sludge from municipal wastewater treatment facilities. N-Viro SoilTM, produced according to the N-Viro Process specifications, is an "exceptional quality" sludge product under the 40 CFR Part 503 Sludge Regulations under the Clean Water Act of 1987 (the "Part 503 Regs"). Our business strategy is to market our N-Viro Technologies which produces an "exceptional quality" sludge product, as defined in the Part 503 Regs, with multiple commercial uses. In this strategy, the primary focus is to identify allies, public and private, who will allow the opportunity for N-Viro build own and operate N-Viro facilities. Currently the company operates two biosolid process facilities located in Toledo Ohio and Daytona Florida. Our goal is to continue to operate these facilities and aggressively market our N-Viro BioDry and N-Viro Fuel technologies. These patented processes are best suited for current and future demands of both waste treatment as well as domestic and international pressures for clean, renewable alternative fuel sources. RESULTS OF OPERATIONS Total revenues were $1,164,000 for the quarter ended March 31, 2008 compared to $1,132,000 for the same period of 2007. The net increase in revenue is due primarily to an increase in facility management revenue. Our cost of revenues increased to $933,000 in 2008 from $887,000 for the same period in 2007, and the gross profit percentage decreased to 20% from 22% for the quarters ended March 31, 2008 and 2007, respectively. This decrease in gross profit percentage is due primarily to the decrease in the percentage of revenue derived from alkaline admixture and royalty revenue, which generate a higher gross profit margin than other sources of revenue. Operating expenses decreased for the comparative period. These changes collectively resulted in a net loss of approximately $93,000 for the quarter ended March 31, 2008 compared to a net loss of $243,000 for the same period in 2007, a decrease in the net loss of approximately $150,000. COMPARISON OF THREE MONTHS ENDED MARCH 31, 2008 WITH THREE MONTHS ENDED MARCH 31, 2007 Our overall revenue increased $32,000, or 3%, to $1,164,000 for the quarter ended March 31, 2008 from $1,132,000 for the quarter ended March 31, 2007. The net increase in revenue was due primarily to the following: a) Sales of alkaline admixture decreased $191,000 from the same period ended in 2007 - this decrease was primarily the result of the loss of revenue of $138,000 from Raleigh and several smaller customers in the Midwest; b) Revenue from the service fees for the management of alkaline admixture decreased $14,000 from the same period ended in 2007 - this decrease was contributed primarily by Toledo-area customers, which decreased $58,000 over the same period in 2007, but was offset by an increase of $44,000 from the Florida operation; c) Our processing revenue, including facility management revenue, showed a net increase of $237,000 over the same period ended in 2007. Of this gross facility management revenue increase, $146,000 was contributed by the Florida operation and $86,000 from the Toledo facility; Our gross profit decreased $14,000, or 6%, to $231,000 for the quarter ended March 31, 2008 from $245,000 for the quarter ended March 31, 2007, and the gross profit margin decreased to 20% from 22% for the same periods. The decrease in gross profit margin is primarily due to the decrease in percentage of overall gross revenue from royalties, which operates at a higher profit margin than our other types of revenue. The Toledo operation contributed approximately $127,000 of gross profit on overall revenue of $425,000, which was an increase of approximately $13,000 of gross profit over the same period in 2007. The Florida operation contributed approximately $87,000 of gross profit on overall revenue of $624,000, which was an increase of approximately $72,000 of gross profit over the same period in 2007. The increases in gross profit from these two locations were offset by approximately $99,000 by the loss of several customers who primarily contributed royalty and alkaline admixture sales, the largest of these from Raleigh, NC. Our operating expenses decreased $84,000, or 17%, to $395,000 for the quarter ended March 31, 2008 from $479,000 for the quarter ended March 31, 2007. The decrease was primarily due to a decrease of approximately $81,000 in legal and professional fees, $23,000 in director-related expenses and $12,000 in amortization of intangible assets, partially offset by an increase of $25,000 in employee payroll and related expenses and $7,000 in office-related and selling expenses. As a result of the foregoing factors, we recorded an operating loss of $165,000 for the quarter ended March 31, 2008 compared to an operating loss of $234,000 for the quarter ended March 31, 2007, a decrease in the loss of approximately $69,000. Our net nonoperating income increased by $81,000 to net nonoperating income of $72,000 for the quarter ended March 31, 2008 from net nonoperating expense of $9,000 for the quarter ended March 31, 2007. The increase in nonoperating expense was primarily due to a write-off of $84,000 in legal expenses previously charged, offset by an increase of $3,000 in interest expense on higher borrowing on the line of credit for the period compared to 2007. We recorded a net loss of approximately $93,000 for the quarter ended March 31, 2008 compared to a net loss of $243,000 for the same period ended in 2007, a decrease in the loss of approximately $150,000. Total non-cash expenses for depreciation, amortization, stock and stock options charges accounted for approximately $183,000 of the loss for the quarter ended March 31, 2008, resulting in cash operating income generated of approximately $90,000. Similar non-cash expenses for the same period in 2007 totaled approximately $168,000. For the quarter ended March 31, 2008 and 2007, we have not fully recognized the tax benefit of the losses incurred in prior periods. Accordingly, our effective tax rate for each period was zero. LIQUIDITY AND CAPITAL RESOURCES We had a working capital deficit of approximately $619,000 at March 31, 2008, compared to a working capital deficit of $1,006,000 at December 31, 2007, resulting in an increase in working capital of $387,000. Current assets at March 31, 2008 included cash and investments of approximately $222,000 (including restricted cash of approximately $137,000), which is an increase of $24,000 from December 31, 2007. The positive change in working capital from December 31, 2007 was primarily an increase in cash received of $255,000 from stock warrant and option exercises, and $90,000 of cash operating income generated for the three months ended March 31, 2008. Our cash flow used by operations for the first three months ended March 31, 2008 was approximately $152,000, a decrease in the net change of approximately $180,000 from the period ended March 31, 2007. This decrease was principally due to the decrease of $218,000 in the change in trade accounts receivable, a decrease of $169,000 in the change in trade accounts payable, offset by the positive change in the net loss of $150,000 and an increase of $57,000 in the change in stock, warrants and stock options issued for fees and services. The normal collection period for accounts receivable is approximately 30-60 days for the majority of customers. This is a result of the nature of the processing, alkaline admixture or license contracts, type of customer and the amount of time required to obtain the information to prepare the billing. The normal payment period for accounts payable is approximately 45-75 days for the majority of vendors. This is also a result of the customer contracts and the related cost of goods sold associated with each customer. We have periodically extended payments on certain vendors to assist us in our cash flow needs. Principal vendor types are trucking, fuel, alkaline admixture (materials) and outside professional fees. Through the first quarter of 2008, the Company had a line of credit up to $400,000 at the prime rate (5.25% at March 31, 2008) plus 1.5% and secured by a first lien on all assets of the Company, with Monroe Bank + Trust, or the Bank. Two certificates of deposit totaling $136,526 from the Bank are held as a condition of maintaining the line of credit. As announced in a Form 8-K filing on November 7, 2007, we renewed the line of credit through October 2008. At March 31, 2008, the Company had $44,000 of borrowing capacity under the credit facility. During the first quarter 2008, the Company's wholly-owned subsidiary, Bio-Mineral Transportation LLC ("BMT"), borrowed a total of $108,485 from a lender to purchase two trailers that were placed into service during the quarter. A term note was issued at 7.5% interest for five years, monthly payments of $2,173 and secured by the trailers. The total amount owed on all notes by BMT as of March 31, 2008 was approximately $550,000 and all notes are expected to be paid in full on the applicable maturity date, the last of which is February 2013. During the first quarter 2008, the Company's wholly-owned subsidiary, Florida N-Viro LP ("Florida"), did not borrow any additional funds. The total amount owed on all notes by Florida as of March 31, 2008 was approximately $55,000 and all notes are expected to be paid in full on the applicable maturity date, the last of which is May 2012. On December 28, 2006, the Company purchased the remaining ownership interest in Florida N-Viro for $500,000 and financed $400,000 of it by delivering a note to the seller, VFL Technology Corporation. The note is at 8% interest for 10 years, to be paid in annual installments, including interest, of $59,612, subject to an offset for royalties due us under a patent license agreement from the same party. The amount owed on the note as of March 31, 2008 was approximately $373,000 and the first installment of $27,338 was paid on time in early 2008. The second installment is expected to be paid on time in early 2009, accounting for expected royalty offsets through 2008. For the remainder of 2008, we expect to continue improvements in operating results by focusing on existing and expected new sources of revenue, especially from our N-Viro Fuel technology, and cash from equity issuances and exercises of outstanding warrants and options. We expect that market developments favoring cleaner burning renewable energy sources and ongoing discussions with companies in the fuel and wastewater industries could provide enhanced liquidity and have a positive impact on future operations. We continue to pursue opportunities with strategic partners for the development and commercialization of the patented N-Viro Fuel technology. In addition, we are focusing on the development of regional biosolids processing facilities, and are currently in negotiations with potential partners to permit and develop independent, regional facilities. There can be no assurance these discussions will be successful or result in new revenue sources for the company. Our failure to achieve improvements in operating results, including through these potential sources of revenue, or in our ability to adequately finance or secure additional sources of funds would likely have a material adverse effect on our continuing operations. OFF-BALANCE SHEET ARRANGEMENTS At March 31, 2008, we did not have any material commercial commitments, including guarantees or standby repurchase obligations, or any relationships with unconsolidated entities or financial partnerships, including entities often referred to as structured finance or special purpose entities or variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. From time to time, during the normal course of business, we may make certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. These include: (i) indemnities to vendors and service providers pertaining to claims based on our negligence or willful misconduct and (ii) indemnities involving the accuracy of representations and warranties in certain contracts. Pursuant to Delaware law, we may indemnify certain officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. We also have director and officer insurance coverage that limits our exposure and enables us to recover a portion of any future amounts that we may pay for indemnification purposes. We believe the applicable insurance coverage is generally adequate to cover any estimated potential liability for which we may provide indemnification. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential for future payments we could be obligated to make. We have not recorded any liability for these indemnities, commitments and other guarantees in the accompanying Consolidated Balance Sheets. CONTRACTUAL OBLIGATIONS The following table summarizes our contractual cash obligations at March 31, 2008, and the effect these obligations are expected to have on liquidity and cash flow in future periods:
Payments Due By Period Note # Total Less than 1 year 2 - 4 years 5 - 6 years after 6 years ------- ---------- ----------------- ------------ ------------ -------------- Purchase obligations (1) $ 18,200 $ 18,200 $ - $ - $ - Long-term debt obligations and related interest (2) 1,230,553 258,913 653,630 139,175 178,835 Operating leases (3) 161,567 83,808 76,526 1,233 - Capital lease obligations - - - - - Line of Credit obligation 356,000 356,000 - - - Other long-term debt obligations - - - - - ---------- ----------------- ------------ ------------ -------------- Total contractual cash obligations $1,766,320 $ 716,921 $ 730,156 $ 140,408 $ 178,835 ========== ================= ============ ============ ============== (1) Purchase obligations include agreements to purchase services that are enforceable and legally binding on the Company and that specify all significant terms and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty. (2) Amounts represent the expected cash payments of our long-term obligations. (3) Amounts represent the expected cash payments of our operating lease obligations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable ITEM 4T. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING As stated in our Form 10-KSB for the year ended December 31, 2007, we reported that, based on the assessment of our principal executive officer and principal financial officer, our internal controls over financial reporting were not effective as of December 31, 2007. In particular, we identified the following material weakness: We lacked personnel in accounting and financial staff to sufficiently monitor and process financial transactions in an efficient and timely manner. Our history of losses has severely limited our budget to hire and train enough accounting and financial personnel needed to adequately provide this function. Consequently, we lacked sufficient technical expertise, reporting standards and written policies and procedures. This has resulted in a significant number of immaterial out-of-period adjustments to our consolidated financial statements. Specifically, controls were not effective to ensure that significant non-routine transactions, accounting estimates, and other adjustments were appropriately reviewed, analyzed and monitored by competent accounting staff on a timely basis. We are still assessing the development of a remediation plan to address this material weakness, and expect to develop a remediation plan in the current fiscal year. Such remediation plan may involve the hiring of accounting personnel or the outsourcing of accounting functions to assist with reviewing and reporting transactions and the adoption of additional policies and procedures to assist with the reporting of financial transactions. As part of this process, in April 2008, our board reviewed an expense reimbursement policy and we expect to approve a final policy in the second quarter 2008. Other than the remedial measures described above, there were no other changes in our internal control over financial reporting that have materially affected, or are likely to materially affect our internal control over financial reporting during the three months ended March 31, 2008. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There were no changes in the status of any material legal proceedings against us during the quarter ended March 31, 2008. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS On February 6, 2008, we issued 50,000 shares of unregistered Common Stock to SLD Capital Corporation, as compensation for general business consulting services to be provided by SLD to the Company under a Consulting Agreement, dated as of January 31, 2008. The agreement is for a term of two years from the effective date. The shares issued to SLD were issued in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), which exemption was based in part on the representations and warranties of SLD. On February 7, 2008, we issued 30,000 unregistered shares of stock to Diane Cooke upon the exercise for cash of warrants originally issued in 2004 at an exercise price of $1.85 per share. The shares issued to Diane Cooke were issued in a transaction exempt from registration pursuant to Section 4(1) of the Securities Act and Rule 144 promulgated thereunder. On February 11, 2008, we issued 50,000 shares of unregistered Common Stock to Weil Consulting Corporation, as compensation for general business consulting services to be provided by Weil to the Company under a Consulting Agreement, dated as of January 31, 2008. The agreement is for a period of two years from the effective date. The shares issued to Weil were issued in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act, which exemption was based in part on the representations and warranties of Weil. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION (a) None ITEM 6. EXHIBITS Exhibits: See Exhibit Index below. 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. N-VIRO INTERNATIONAL CORPORATION Date: May 15, 2008 /s/ Timothy R. Kasmoch ------------ ---------------------- Timothy R. Kasmoch Chief Executive Officer and President (Principal Executive Officer) Date: May 15, 2008 /s/ James K. McHugh ------------ -------------------- James K. McHugh Chief Financial Officer, Secretary and Treasurer (Principal Financial & Accounting Officer) EX-10.1 2 form10q1q08exh101.txt FORM 10-Q 1Q 2008 - EXHIBIT 10.1 - SLD Exhibit 10.1 ------------ CONSULTING AGREEMENT THE AGREEMENT is made and entered into as of January /s/ 31, 2008 (the ------ "Effective Date") by and between, N-Viro International Corp., a Delaware corporation hereinafter referred to as the "Client" or the "Company", located at 3450 West Central Avenue Suite 328 Toledo Ohio 43606, and SLD Capital Corp a Pennsylvania corporation with its principal place of business at 1220 Mirabeau Lane, Gladwyne Pa 19035, hereinafter referred to as "Consultant." RECITALS WHEREAS, the Consultant possesses skills, knowledge and qualifications beneficial to the Client. WHEREAS, in the operation of Client's business affairs, the Client is in need of the services which Consultant provides and wishes to enter into a business arrangement with Consultant to provide such services. IN CONSIDERATION of the promises and mutual covenants hereby contained, it is hereby agreed as follows and will confirm the arrangements, terms and conditions pursuant to which Consultant has been retained to serve as a business consultant to Client on a nonexclusive basis as an independent contractor. The undersigned hereby agree to the following terms and conditions: AGREEMENTS 1. Terms of Contract. This Agreement will become effective on the Effective --------- -------- Date and will continue in effect for a period of twenty four (24) months unless earlier terminated pursuant to Section 4 of this Agreement. 2. Services to be Performed by Independent Contractor/Consultant -------- ------ --------- -- ----------- --------------------- 2.1. Duties of Consultant. Consultant agrees to provide general ---------- ---------- business consulting to Client. The Consultant will provide such consulting services and advice pertaining to the Client's business affairs as the Client may from time to time reasonably request (the "Services"). Per the Client's request, the Consultant will provide Client with the benefits of its reasonable judgment and efforts regarding the following: corporate structures, general business policy, joint ventures, lines of credit, factoring facilities, strategic business planning, including alliance partnerships and acquisitions. 2.2. Independent Contractor Status. It is the express intention of the ------------------------------ parties that Consultant be an independent contractor and not an employee, agent, joint venture or partner of Client. Client shall have no right to and shall not control the manner or prescribe the method by which Consultant performs the above described services. Consultant shall be entirely and solely responsible for its own actions and the actions of its agents, employees or partners while engaged in the performance of services required by this Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Consultant or any employee or agent of Consultant. Both parties acknowledge that Consultant is not an employee for state or federal income tax purposes and Consultant specifically agrees that is shall be exclusively liable for the payment of all income taxes, or other state or Federal taxes that are due as a result of receipt of any consideration for the performance of services required by this Agreement. Consultant agrees that any such consideration is not subject to withholding by the Client for payment of any taxes and Consultant directs Client not to withhold any sums for the consideration paid to Consultant for the services provided hereunder. Consultant shall retain the right to perform services for others during the term of this Agreement. Nothing herein shall constitute Consultant as an employee or agent of the Client, except to such extent as might hereinafter be agreed, Consultant shall not have the authority to obligate or commit the Client in any matter whatsoever. 2.3. Use of Employees of Contractor. Consultant may, at its own ------- ------------------------- expense, use any employees or subcontractors, as it deems necessary to perform the services required by Consultant by this Agreement. Client may hot control, direct or supervise Consultant and/or its employees or subcontractors in the performance of those services. 2.4. Expense. Consultant shall bear out-of-pocket costs and expenses ------- incident to performing the Consulting Services, without a right of reimbursement from the Client unless such expenses are pre-approved by the Client. 2.5. Available Time. Consultant shall make available such time as it, --------------- in its sole discretion, shall deem appropriate for the performance of its obligation under this Agreement. 2.6. Certain Covenants of the Consultant. ------- --------- -- --- ---------- 2.6.1. Consultant will comply with all federal and state laws and regulations and all applicable requirements of self-regulatory organizations (securities associations and securities exchanges) relating to the performance of the Services provided by Consultant and disclosure of the compensation received by Consultant. Consultant must include an appropriate legend on all distributed material describing the compensation received and receivable by Consultant from Client. Consultant will fully disclose on all distributable material any interest it has in Client. Consultant represents and warrants that it will not violate any state or federal laws in connection with its work for the Client under this Agreement. Consultant will not violate any federal or state laws (including, but not limited to, the CAN-SPAM Act) relating to delivery of unsolicited information by any means including, but not limited to fax, email, mail or telephonically. 2.6.2. During the term of this Agreement, neither the Consultant nor any affiliate (as defined under the Securities Act of 1933, as amended) of the Consultant shall not, without the prior written consent of the Client, purchase or sell, directly or indirectly, or otherwise acquire or dispose of any beneficial ownership of, any shares of Common Stock of the Client. 3. Compensation. ------------ 3.1. Consideration. In consideration for providing the Services during ------------- the term of this Agreement, the Consultant shall receive a total of Fifty Thousand (50,000) shares (the "Shares") of common stock, par value $0.01 per share, of N-Viro International Corporation, which Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws. As promptly as practical following the execution of this Agreement, the Client shall deliver (or have delivered) to the Consultant a stock certificate representing the Shares issued in the name of "SLD Capital Corp." Upon issuance, the Shares shall be considered fully paid and non-assessable. 3.2. Representations and Warranties Regarding the Shares. In connection --------------------------------------------------- with the issuance of the Shares, the Consultant makes the following representations and warranties to the Client: 3.2.1. The Shares have not been, and will not be, registered under the Act or under any applicable state securities laws, and that the Client is issuing the Shares in a transaction exempt from the registration requirements thereof. The Shares will be characterized as "restricted securities" under Act, and the Shares may not be offered, sold or otherwise transferred by Consultant unless such disposition is registered under the Act and applicable state securities laws or is exempt from registration thereunder. 3.2.2. The Shares are being issued by the Client in reliance upon Consultant's representation and warranty to the Client that Consultant is acquiring the Shares for his or her own account, not as a nominee or agent, for investment and not with a view to the resale or distribution of all or any part thereof within the meaning of the Act. Consultant has no present intention of selling, granting any participation in, or otherwise distributing the Shares, or any of them. 3.2.3. All certificates evidencing ownership of the Shares, or replacement or new certificates evidencing same, in the absence of registration under the Act shall bear a legend substantially in the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED TINDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ISSUED OR SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION THEREUNDER. THE SHARES MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT (1) AS PERMITTED UNDER THE ACT AND APPLICABLE STATE LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION THEREUNDER AND (2) UPON RECEIPT BY THE COMPANY OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS." 3.2.4. The Consultant has been furnished with or has obtained from the EDGAR Website of the Securities and Exchange Commission all filings made by the Client with the Commission available at the EDGAR website (hereinafter referred to collectively as the "Reports"). In addition, the Consultant has received from the Client such other information concerning its operations, financial condition and other matters as the Consultant has requested in writing, and considered all factors the Consultant deems material in deciding on the advisability of accepting the Common Stock as compensation. 3.2.5. The Consultant is an "accredited investor", as such term is defined in Regulation D promulgated by the Commission under the Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States, publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Consultant to utilize the information made available by the Client to evaluate the merits and risks of and to make an informed investment decision with respect to the Shares, which represents a speculative investment. The Consultant has the authority and is duly and legally qualified to purchase and own the Shares. The Consultant is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. 4. Termination Agreement ----------- --------- 4.1. Termination on Notice. Notwithstanding any other provisions of --------------- ------ this Agreement, Client may terminate this Agreement at any time by giving thirty (30) days written notice to the Consultant. Upon Consultant receiving 30 days written notification of termination of this Agreement by Client, it is to receive full payment for services and expenses as stated in item 3.1 and 3.2 of this Agreement. 4.2. Termination on Occurrence of Stated Events. ----------- -- ---------- -- ------ ------ (a) This Agreement will terminate automatically if the Client (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to. take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or (v) is adjudicated as insolvent or to be liquidated. (b) This Agreement will terminate automatically if Client shall fail to pay the compensation to Consultant as contemplated by Section 3.1. (c) This Agreement may be terminated by either party upon giving written notice to the other party if the other party is in default hereunder and such default is not cured within fifteen (15) days of receipt of written notice of such default. (d) . Consultant and Client shall have the right to terminate this agreement effective immediately should the other party in performing its duties hereunder, violate any law, ordinance, permit or regulation of any governmental entity. 6. Confidentiality. The Consultant recognizes and acknowledges that it has --------------- and will have access to certain confidential information of the Client and its affiliates that are valuable, special and unique assets and property of the Client and such affiliates. During the Term of this Agreement and thereafter, the Consultant shall keep confidential the Client's trade secrets, information, ideas, knowledge and papers pertaining to the affairs of the Client, and any other material non-public information provided to the Consultant. Without limiting the generality of the foregoing, such confidential information shall include: the identity of the Client's customers, suppliers and prospective customers and suppliers; the identity of the Client's creditors and other sources of financing; any information about the Client's existing or proposed strategic partnerships and joint ventures, including the identity of any strategic partners or joint venturers; the Client's estimating and costing procedures and the cost and gross prices charged by the Client for its products and services; the prices or other consideration charged to or required of the Client by any of its suppliers or potential suppliers; the Client's sales and promotional policies; and all information relating to Client's proprietary technology. The Consultant shall not reveal said confidential information to others except in the proper exercise of its~ duties for the Client (and with the prior written consent of the Client), or use its knowledge thereof in any way that would be detrimental to the interest of the Client or in violation of this Agreement, unless compelled to disclose such information by judicial or administrative process; provided, however, that the divulging of information shall not be a breach of this Agreement only to the extent that such information was (i) previously known by the party to which it is divulged, which knowledge was not obtained by such party from Consultant in violation of this Agreement, (ii) already in the public domain, through no fault of the Consultant, or (iii) required to be disclosed by Consultant pursuant to judicial or governmental order. The Consultant shall also treat all information pertaining to the affairs of the Client's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers. 7. Work Product It is agreed that all information and materials produced for ---- ------- the Client shall be deemed "work for hire," and shall be the property of the Client, free and clear of all claims thereto by the Consultant, and the Consultant shall retain no claim of authorship therein. 8. Consultant's Liability and Indemnification. In the absence of gross --------------------------------------------- negligence or willful misconduct on the part of the Consultant or the Consultant's breach of any terms of this Agreement, the Consultant shall not be liable to the Client or to any officer, director, employee, stockholder or creditor of the Client, for any act or omission in the course of or in connection with the rendering or providing of services hereunder. Except in those cases where the gross negligence or willful misconduct of the Consultant or the breach by the Consultant of any terms of this Agreement is alleged and proven, the Client agrees to defend, indemnify, and hold the Consultant harmless from and against any and all reasonable costs, expenses and liability (including reasonable attorney's fees paid in the defense of the Consultant) which may in any way result from services rendered by the Consultant pursuant to or in any connection with this Agreement. This indemnification expressly excludes any and all damages as a result of any actions or statements, on behalf of the Client, made by the Consultant without the prior approval or authorization of the Client. 9. Client's Liability and Indemnification. The Consultant agrees to defend, --------------------------------------- indemnify, and hold the Client harmless from and against any and all reasonable costs, expenses and liability (including reasonable attorney's fees paid in defense of the Client) which may in any way result pursuant to its gross negligence or willful misconduct or in any connection with any actions taken or statements made, on behalf of the Client, without the prior approval or authorization of the Client or which are otherwise in violation of this Agreement or applicable law. 10. Remedies For Breach. Consultant and the Client mutually agree that any --------------------- breach of Sections 2, 3, or 6 of this Agreement may cause irreparable damage to the other party and/or their affiliates, and that monetary damages alone would not be adequate and, in the event of such breach or threat of breach, the damaged party shall have, in ~addition to any and all remedies at law and without the posting of a bond or other security, the right to an injunction, specific performance or other equitable relief necessary to prevent or redress the violation of either party's obligations under such Sections. In the event that an actual proceeding is brought in equity to enforce such Sections, the offending party shall not urge as a defense that there is an adequate remedy at law nor shall the damaged party be prevented from seeking any other remedies that may be available to it. Should a party. default in its performance under this Agreement and suit or other action is filed as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default, including attorney's fees, expenses and court costs incurred by such party in enforcing this Agreement. 11. Notices. All notices provided for under this Agreement will be in ------- writing and will be deemed given: (a) when delivered on a business day if delivered personally or by confirmed facsimile transmission during normal business hours at the place of receipt; or (b) the date of receipt if delivered by certified mail, return receipt requested, postage prepaid, or by nationally recognized courier service. 12. Entire Agreement. This Agreement embodies the entire agreement and ----------------- understanding between the Client and the Consultant and supersedes any and all negotiations, prior discussions and preliminary and prior agreements and understandings related to the primary subject matter hereof. This Agreement shall not be modified except by written instrument duly executed by each of the parties hereto. 13. Waiver. No waiver of any of the provisions of this Agreement shall be ------ deemed, or shall constitute a waiver of any other provisions, nor shall any waiver constitute a continuing wavier. No waiver shall be binding unless executed in writing by the party making the waiver. 14. Assignment and Binding Effect. This Agreement and the rights hereunder ------------------------------- may not be assigned by the parties (except by operation of law, merger, consolidation and sale of assets) and shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and legal representatives. 15. Severability. Every provision of this Agreement is intended to be ------------ severable. If any term or provision hereof is deemed unlawful or invalid for any reason whatsoever, such unlawfulness or invalidity shall not affect the validity of this Agreement. 16. Governing Law. This Agreement shall be construed and interpreted in -------------- accordance with the laws of the State of Ohio. 17. Headings. The headings of this Agreement are inserted solely for the -------- convenience of reference and are not part of, and are not intended to govern, limit or aid in the construction of any term or provision hereof. 18. Further Acts. Each party agrees to perform any further acts and execute ------- ---- and deliver any further documents that may be reasonably necessary to carry out the provisions and intent of this Agreement. 19. Acknowledgment Concerning Counsel. Each party acknowledges that it had ----------------------------------- the opportunity to employ separate and independent counsel of its own choosing in connection with this Agreement. This Agreement shall not be construed against either party hereto in the event of any ambiguities 20. Independent Contractor Status. There is no relationship, partnership, ------------------------------- employment, franchise or joint venture between the parties. The parties have no authority to bind the other or incur any obligations on their behalf. 21. Counterparts. This Agreement may be executed simultaneously in two or ------------ more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. [Signature page follows] IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. N-Viro International Corporation BY: /s/ Timothy Kasmoch DATE: /s/ 2/1/08 -------------------- ----------- Timothy Kasmoch CEO SLD CAPITAL CORP. BY: /s/ Steven B. Rosner DATE: /s/ 2/1/08 --------------------- ----------- Steven Rosner, President EX-10.2 3 form10q1q08exh102.txt FORM 10-Q 1Q 2008 - EXHIBIT 10.2 - WEIL Exhibit 10.2 ------------ CONSULTING AGREEMENT THE AGREEMENT is made and entered into as of January /s/ 31, 2008 (the ------ "Effective Date") by and between, N-Viro International Corp., a Delaware corporation hereinafter referred to as the "Client" or the "Company", located at 3450 West Central Avenue Suite 328 Toledo Ohio 43606, and Weil Consulting a California Corporation with its principal place of business located at 234 South Hamilton Drive, Beverly Hills, CA 90211 hereinafter referred to as "Consultant." RECITALS WHEREAS, the Consultant possesses skills, knowledge and qualifications beneficial to the Client. WHEREAS, in the operation of Client's business affairs, the Client is in need of the services which Consultant provides and wishes to enter into a business arrangement with Consultant to provide such services. IN CONSIDERATION of the promises and mutual covenants hereby contained, it is hereby agreed as follows and will confirm the arrangements, terms and conditions pursuant to which Consultant has been retained to serve as a business consultant to Client on a nonexclusive basis as an independent contractor. The undersigned hereby agree to the following terms and conditions: AGREEMENTS 1. Terms of Contract. This Agreement will become effective on the Effective --------- -------- Date and will continue in effect for a period of twenty four (24) months unless earlier terminated pursuant to Section 4 of this Agreement. 2. Services to be Performed by Independent Contractor/Consultant -------- -- -- --------- -- ----------- --------------------- 2.1. Duties of Consultant. Consultant agrees to provide general business ---------- ---------- consulting to Client. The Consultant will provide such consulting services and advice pertaining to the Client's business affairs as the Client may from time to time reasonably request (the "Services"). Per the Client's request, the Consultant will provide Client with the benefits of its reasonable judgment and efforts regarding the following: corporate structures, general business policy, joint ventures, lines of credit, factoring facilities, strategic business planning, including alliance partnerships and acquisitions. 2.2. Independent Contractor Status. It is the express intention of the ------------------------------- parties that Consultant be an independent contractor and not an employee, agent, joint venture or partner of Client. Client shall have no right to and shall not control the manner or prescribe the method by which Consultant performs the above described services. Consultant shall be entirely and solely responsible for its own actions and the actions of its agents, employees or partners while engaged in the performance of services required by this Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Consultant or any employee or agent of Consultant. Both parties acknowledge that Consultant is not an employee for state or federal income tax purposes and Consultant specifically agrees that is shall be exclusively liable for the payment of all income taxes, or other state or Federal taxes that are due as a result of receipt of any consideration for the performance of services required by this Agreement. Consultant agrees that any such consideration is not subject to withholding by the Client for payment of any taxes and Consultant directs Client not to withhold any sums for the consideration paid to Consultant for the services provided hereunder. Consultant shall retain the right to perform services for others during the term Of this Agreement. Nothing herein shall constitute Consultant as an employee or agent of the Client, except to such extent as might hereinafter be agreed, Consultant shall not have the authority to obligate or commit the Client in any matter whatsoever. 2.3. Use of Employees of Contractor. Consultant may, at its own ------- ------------------------- expense, use any employees or subcontractors, as it deems necessary to perform the services required by Consultant by this Agreement. Client may not control, direct or supervise Consultant and/or its employees or subcontractors in the performance of those services. 2.4. Expense. Consultant shall bear out-of-pocket costs and expenses ------- incident to performing the Consulting Services, without a right of. reimbursement from the Client unless such expenses are pre-approved by the Client. 2.5. Available Time. Consultant shall make available such time as it, --------------- in its sole discretion, shall deem appropriate for the performance of its obligation under this Agreement. 2.6. Certain Covenants of the Consultant. ------------------ -- --------------- 2.6.1. Consultant will comply with all federal and state laws and regulations and all applicable requirements of self-regulatory organizations (securities associations and securities exchanges) relating to the performance of the Services provided by Consultant and disclosure of the compensation received by Consultant. Consultant. must include an appropriate legend .on all distributed material describing the compensation received and receivable by Consultant from Client. Consultant will fully disclose on all distributable material any interest it has in Client. Consultant represents and warrants that it will not violate any state or federal laws in connection with its work for the Client under this Agreement. Consultant will not violate any federal or state laws (including, but not limited to, the CAN-SPAM Act) relating to delivery of unsolicited information by any means including, but not limited to fax, email, mail or telephonically. 2.62. During the term of this Agreement, neither the Consultant nor any affiliate (as defined under the Securities Act of 1933, as amended) of the Consultant shall not, without the prior written consent of the Client, purchase or sell, directly or indirectly, or otherwise acquire or dispose of any beneficial ownership of, any shares of Common Stock of the Client. 3. Compensation. ------------ 3.1. Consideration. In consideration for providing the Services during the ------------- term of this Agreement, the Consultant shall receive a total of Fifty Thousand (50,000) shares (the "Shares") of common stock, par value $0.01 per share, of N-Viro International Corporation, which Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws. As promptly as practical following the execution of this Agreement, the Client shall deliver (or have delivered) to the Consultant a stock certificate representing the Shares issued in the name of "Weil Consulting Corp." Upon issuance, the Shares shall be considered fully paid and non-assessable. 3.2. Representations and Warranties Regarding the Shares. In connection --------------------------------------------------- with the issuance of the Shares, the Consultant makes the following representations and warranties to the Client: 3.2.1. The Shares have not been, and will not be, registered under the Act or under any applicable state securities laws, and that the Client is issuing the Shares in a transaction exempt from the registration requirements thereof. The Shares will be characterized as "restricted securities" under Act, and the Shares may not be offered, sold or otherwise transferred by Consultant unless such disposition is registered under the Act and applicable state securities laws or is exempt from registration thereunder. 3.2.2. The Shares are being issued by the Client in reliance upon Consultant's representation and warranty to the Client that Consultant is acquiring the Shares for his or her own account, not as a nominee or agent, for investment and not with a view to the resale or distribution of all or any part thereof within the meaning of the Act. Consultant has no present intention of selling, granting any participation in, or otherwise distributing the Shares, or any of them. 3.2.3. All certificates evidencing ownership of the Shares, .or replacement or new certificates evidencing same, in the absence of registration under the Act shall bear a legend substantially in the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED TINDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ISSUED OR SOLD IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION THEREUNDER. THE SHARES MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT (1) AS PERMITTED UNDER THE ACT AND APPLICABLE STATE LAWS, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION THEREUNDER AND (2) UPON RECEIPT BY THE COMPANY OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS." 3.2.4. The Consultant has been furnished with or has obtained from the EDGAR Website of the Securities and Exchange Commission all filings made by the Client with the Commission available at the EDGAR website (hereinafter referred to collectively as the "Reports"). In addition, the Consultant has received from the Client such other information concerning its operations, financial condition and other matters as the Consultant has requested in writing, and considered all factors the Consultant deems material iii deciding on the advisability of accepting the Common Stock as compensation. 3.2.5. The Consultant is an "accredited investor", as such term is defined in Regulation D promulgated by the Commission under the Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Consultant to utilize the information made available by the Client to evaluate the merits and risks of and to make an informed investment decision with respect to the Shares, which represents a speculative investment. The Consultant has the authority and is duly and legally qualified to purchase and own the Shares. The Consultant is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. 4. Termination Agreement ----------- --------- 4.1. Termination on Notice. Notwithstanding any other provisions of --------------- ------ this Agreement, Client may terminate this Agreement at any time by giving thirty (30) days written notice to the Consultant. Upon Consultant receiving 30 days written notification of termination of this Agreement by Client, it is to receive full payment for services and expenses as stated in item 3.1 and 3.2 of this Agreement. 4.2. Termination on Occurrence of Stated Events. ----------- -- -------------- ------ ------ (a) This Agreement will terminate automatically if the Client (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or (v) is adjudicated as insolvent or to be liquidated. (b). This Agreement will terminate automatically if Client shall fail to pay the compensation to Consultant as contemplated by Section 3.1. (c) This Agreement may be terminated by either party upon giving written notice to the other party if the other party is in default hereunder and such default is not cured within fifteen (15) days of receipt of written notice of such default. (d) Consultant and Client shall have the right to terminate this agreement effective immediately should the other party in performing its duties hereunder, violate any law, ordinance, permit or regulation of any governmental entity. 6. Confidentiality. The Consultant recognizes and acknowledges that it has --------------- and will have access to certain confidential information of the Client and its affiliates that are valuable, special and unique assets and property of the Client and such affiliates. During the Term of this Agreement and thereafter, the Consultant shall keep confidential the Client's trade secrets, information, ideas, knowledge and papers pertaining to the affairs of the Client, and any other material non-public information provided to the Consultant. Without limiting the generality of the foregoing, such confidential information shall include: the identity of the Client's customers, suppliers and prospective customers and suppliers; the identity of the Client's creditors and other sources of financing; any information about the Client's existing or proposed strategic partnerships and joint ventures, including the identity of any strategic partners or joint venturers; the Client's estimating and costing procedures and the cost and gross prices charged by the Client for its products and services; the prices or other consideration charged to or required of the Client by any of its suppliers or potential suppliers; the Client's sales and promotional policies; and all information relating to Client's proprietary technology. The Consultant shall not reveal said confidential information to others except in the proper exercise of its duties for the Client (and with the prior written consent of the Client), or use its knowledge thereof in any way that would be detrimental to the interest of the Client or in violation of this Agreement, unless compelled to disclose such information by judicial or administrative process; provided, however, that the divulging of information shall not be a breach of this Agreement only to the extent that such information was (i) previously known by the party to which it is divulged, which knowledge was riot obtained by such party from Consultant in violation of this Agreement, (ii) already in the public domain, through no fault of the Consultant, or (iii) required to be disclosed by Consultant pursuant to judicial or governmental order. The Consultant shall also treat all information pertaining to the affairs of the Client's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers. 7. Work Product It is agreed that all information and. materials produced ---- ------- for the Client shall be deemed "work for hire," and shall be the property of the Client, free and clear of all claims thereto by the Consultant, and the Consultant shall retain no claim of authorship therein. 8. Consultant's Liability and Indemnification. In the absence of gross --------------------------------------------- negligence or willful misconduct on the part of the Consultant or the Consultant's breach of any terms of this Agreement, the Consultant shall not be liable to the Client or to any officer, director, employee, stockholder or creditor of the Client, for any act or omission in the course of or in connection with the rendering or providing of services hereunder. Except in those cases where the gross negligence or willful misconduct of the Consultant or the breach by the Consultant of any terms of this Agreement is alleged and proven, the Client agrees to defend, indemnify, and hold the Consultant harmless from and against any and all reasonable costs, expenses and liability (including reasonable attorney's fees paid in the defense of the Consultant) which may in any way result from services rendered by the Consultant pursuant to or in any connection with this Agreement. This indemnification expressly excludes any and all damages as a result of any actions or statements, on behalf of the Client, made by the Consultant without the prior approval or authorization of the Client. 9. Client's Liability and Indemnification. The Consultant agrees to defend, --------------------------------------- indemnify, and hold the Client harmless from and against any and all reasonable costs, expenses and liability (including reasonable attorney's fees paid in defense of the client) which may in any way result pursuant to its gross negligence or willful misconduct or in any connection with any actions taken or statements made, on behalf of the Client, without the prior approval or authorization of the Client or which are otherwise in violation of this Agreement or applicable law. 10. Remedies For Breach. Consultant and the Client mutually agree that any --------------------- breach of Sections 2, 3, or 6 of this Agreement may cause irreparable damage to the other party and/or their affiliates, and that monetary damages alone would not be adequate and, in the event of such breach or threat of breach, the damaged party shall have, in addition to any and all remedies at law and without the posting of a bond or other security, the right to an injunction, specific performance or other equitable relief necessary to prevent or redress the violation of either party's obligations under such Sections. In the event that an actual proceeding is brought in equity to enforce such Sections, the offending party shall not urge as a defense that there is an adequate remedy at law nor shall the damaged party be prevented from seeking any other remedies that may be available to it. Should a party default in its performance under this Agreement and suit or other action is filed as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default, including attorney's fees, expenses and court costs incurred by such party in enforcing this Agreement. 11. Notices. All notices provided for under this Agreement will be in ------- writing and will be deemed given: (a) when delivered on a business day if delivered personally or by confirmed facsimile transmission during normal business hours at the place of receipt; or (b) the date of receipt if delivered by certified mail, return receipt requested, postage prepaid, or by nationally recognized courier service. 12. Entire Agreement. This Agreement embodies the entire agreement and ----------------- understanding between the Client and the Consultant and supersedes any and all negotiations, prior discussions and preliminary and prior agreements and understandings related to the primary subject matter hereof. This Agreement shall not be modified except by written instrument duly executed by each of the parties hereto. 13. Waiver. No waiver of any of the provisions of this Agreement shall be ------ deemed, or shall constitute a waiver of any other provisions, nor shall any waiver constitute a continuing wavier. No waiver shall be binding unless executed in writing by the party making the waiver. 14. Assignment and Binding Effect. This Agreement and the tights hereunder ------------------------------- may not be assigned by the parties (except by operation of law, merger, consolidation, and sale of assets) and shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and legal representatives. 15. Severability. Every provision of this Agreement is intended to be ------------ severable. If any term or provision hereof is deemed unlawful or invalid for any reason whatsoever, such unlawfulness or invalidity shall not affect the validity of this Agreement. 16. Governing Law. This Agreement shall be construed and interpreted in -------------- accordance with the laws of the State of Ohio. 17. Headings. The headings of this Agreement are inserted solely for the -------- convenience of reference and are not part of, and are not intended to govern, limit or aid in the construction of any term or provision hereof. 18. Further Acts. Each party agrees to perform any further acts and execute ------------- and deliver any further documents that may be reasonably necessary to carry out the provisions and intent of this Agreement. 19. Acknowledgment Concerning Counsel. Each party acknowledges that it had ----------------------------------- the opportunity to employ separate and independent counsel of its own choosing in connection with this Agreement. This Agreement shall not be construed against either party hereto in the event of any ambiguities 20. Independent Contractor Status. There is no relationship, partnership, -------------------------------- agency, employment, franchise or joint venture between the parties. The parties have no authority to bind the other or incur any obligations on their behalf. 21. Counterparts. This Agreement may be executed simultaneously in two or ------------ more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. [Signature page follows] IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. N-Viro International Corporation BY: /s/ Timothy Kasmoch DATE: /s/ 2/1/08 -------------------- ----------- Timothy Kasmoch CEO Weil Consulting Corp. BY: /s/ Douglas Weil DATE: /s/ 2/5/08 ----------------- ----------- Douglas Weil, President EX-31.1 4 form10q1q08exh311.txt FORM 10-Q 1Q 2008 - EXHIBIT 31.1 - CEO Exhibit 31.1 ------------ CERTIFICATION I, Timothy R. Kasmoch, President and Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of N-Viro International Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for internal purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: May 15, 2008 /s/ Timothy R. Kasmoch - ------------------------- Timothy R. Kasmoch President and Chief Executive Officer EX-31.2 5 form10q1q08exh312.txt FORM 10-Q 1Q 2008 - EXHIBIT 31.2 - CFO Exhibit 31.2 ------------ CERTIFICATION I, James K. McHugh, Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of N-Viro International Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for internal purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: May 15, 2008 /s/ James K. McHugh - ---------------------- James K. McHugh Chief Financial Officer EX-32.1 6 form10q1q08exh321.txt FORM 10-Q 1Q 2008 - EXHIBIT 32.1 - CEO 906 Exhibit 32.1 ------------ CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Timothy R. Kasmoch, as the Chief Executive Officer of N-Viro International Corporation, certify that (i) the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of N-Viro International Corporation. /s/ Timothy R. Kasmoch - ------------------------- Timothy R. Kasmoch, President and Chief Executive Officer May 15, 2008 EX-32.2 7 form10q1q08exh322.txt FORM 10-Q 1Q 2008 - EXHIBIT 32.2 - CFO 906 Exhibit 32.2 ------------ CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, James K. McHugh, as the Chief Financial Officer of N-Viro International Corporation, certify that (i) the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of N-Viro International Corporation. /s/ James K. McHugh - ---------------------- James K. McHugh, Chief Financial Officer May 15, 2008 -----END PRIVACY-ENHANCED MESSAGE-----