-----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, Lnok73M3yv1/XJKDK08LCPUoA66P5i3WP7XrGEjuL6+eWwnMSnZcNtbIyXznCwH5 6NJ5TSDa29yUm/B7pP1oJQ== 0000904896-10-000043.txt : 20100430 0000904896-10-000043.hdr.sgml : 20100430 20100430150412 ACCESSION NUMBER: 0000904896-10-000043 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100430 DATE AS OF CHANGE: 20100430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: N-VIRO INTERNATIONAL CORP CENTRAL INDEX KEY: 0000904896 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 341741211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21802 FILM NUMBER: 10786543 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-K/A 1 form10ka123109.txt FORM 10-K/A - FYE DECEMBER 31, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (MARK ONE) X ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 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 [GRAPHIC OMITTED] N-VIRO INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 34-1741211 (STATE OR OTHER JURISDICTION OF (I.R.S. 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 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, par value $.01 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 at least the past 90 days. Yes X No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. 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 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $7,967,000. The number of shares of Common Stock of the registrant outstanding as of March 19, 2010 was 5,194,153. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE ---------------- The Registrant is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 to include all of the Part III information required by applicable SEC rules and regulations. The Registrant intended to satisfy its obligations by incorporating by reference into Part III of its Annual Report on Form 10-K the Registrant's definitive proxy statement for its 2010 Annual Meeting of Stockholders. However, the Registrant will be unable to file its definitive proxy statement within the time period allotted for incorporation by reference under applicable SEC rules and regulations. Accordingly, the Registrant hereby amends and replaces in their entirety Items 10, 11, 12, 13 and 14 in its Annual Report on Form 10-K for the year ended December 31, 2009. As required by Rule 12b-15, the Registrant's principal executive officer and principal financial officers are providing Rule 13a-14(a)/15(d)-14(a) certifications. Accordingly, the Registrant hereby amends Item 15 in its Annual Report on Form 10-K for the year ended December 31, 2009 to add such reports as Exhibits. Except as described above, this amendment does not update or modify in any way the disclosures in the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and does not purport to reflect any information or events subsequent to the filing thereof. We refer to N-Viro International Corporation as "N-Viro," "us," "we" and "our" in this report. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE DIRECTORS OF THE COMPANY The Board is currently composed of four Class I Directors: Carl Richard, Joseph H. Scheib, Mark D. Hagans and Joan B. Wills; and three Class II Directors: James H. Hartung, Timothy R. Kasmoch and Thomas L. Kovacik (whose terms will expire upon the election and qualification of directors at the annual meetings of stockholders to be held in 2011 and 2010, respectively). At each annual meeting of stockholders, directors will be elected for a full term of two years to succeed those directors whose terms are expiring. The following table sets forth the names and ages of our directors.
Name Age Position - ------------------ --- -------------------------------------------------------- Mark D. Hagans 43 Class I Director James H. Hartung 67 Class II Director, Chairman of the Board Timothy R. Kasmoch 48 Class II Director, President and Chief Executive Officer Thomas L. Kovacik 62 Class II Director Carl Richard 83 Class I Director Joseph H. Scheib 53 Class I Director Joan B. Wills 57 Class I Director
MARK D. HAGANS is an attorney and partner with the law firm of Plassman, Rupp, Short & Hagans, of Archbold, Ohio, and his practice focuses on corporation, taxation and banking law. Mr. Hagans serves on numerous Boards of directors, including the Fulton County Health Center, where he is presently chair of the Finance Committee. Mr. Hagans earned his law degree from the University of Toledo. Mr. Hagans has served as our Director since December 2006 and is a member of the Board's Audit, Finance and Technology Committees. Mr. Hagans experience as a lawyer and businessman enables him to bring valuable resources to the Board. JAMES H. HARTUNG is the former President and Chief Executive Officer of the Toledo-Lucas County (Ohio) Port Authority, a position he held from 1994 until 2008. Mr. Hartung has served as our Director since January 2006 and is a member of the Board's Compensation and Nominating Committees. Mr. Hartung's qualifications to serve as a director and our Chairman of the Board consist of several years experience as a businessman, as an organizational leader and community organizer, and in dealings with local government and related agencies that enable him to bring valuable insights to the Board. TIMOTHY R. KASMOCH has been our President and Chief Executive Officer since February 2006 and a Director since January 2006. Until April 1, 2007, Mr. Kasmoch was also President and CEO of Tri-State Garden Supply, d/b/a Gardenscape, a bagger and distributor of lawn and garden products, which has provided trucking services to our Company. Mr. Kasmoch is a graduate of Penn State University. Mr. Kasmoch is a member of the Board's Finance and Technology Committees. Mr. Kasmoch's qualifications to serve as a director of the Company consist of his experience in the soil and distribution business as well as an extensive knowledge of the transportation and trucking industry. Mr. Kasmoch's strength is in strategic planning and he possesses a broad, fundamental understanding of the business drivers affecting us. He is also the President and CEO and the only "insider" on the Board. THOMAS L. KOVACIK is presently employed as the Executive Director of Transportation Advocacy Group of Northwest Ohio ("TAGNO"), a strategic planning organization working with local and Ohio transportation and economic development officials. Mr. Kovacik was previously employed by us from 1992 to 1995 as President of Great Lakes N-Viro, at the time one of our divisions. Mr. Kovacik has also held various positions with local government, utilities and environmental companies, and earned a masters degree from Bowling Green State University in Geochemistry. Mr. Kovacik has served as our Director since December 2006, and is a member of the Board's Compensation and Technology Committees. Mr. Kovacik's qualifications to serve as a director of the Company consist of his experience in the environmental, government and utilities industries, and his prior position with us as a divisional president. His strength in strategic planning and transactional experience offers a unique perspective to the Board. CARL RICHARD is the former Executive Vice-President of P.R. Transportation, a trucking company located in Toledo, Ohio, and was a consultant to us from January 2006 to April 2007. Mr. Richard served as Vice-President of C.A. Transportation from 1988 through 2000 and as Vice-President of R.O.S.S. Investments, a real estate holding company, from 1980 through 2000. Mr. Richard has served as our Director since December 2004 and is a member of the Board's Nominating Committee. Mr. Richard's qualifications to serve as a director of the Company consist of his extensive experience in the transportation and trucking industry. JOSEPH H. SCHEIB is the Chief Financial Officer of Broad Street Software Group, a comprehensive software technology company located in Edenton, North Carolina, a position he has held since June 2003. From May 2000 until February 2003, Mr. Scheib was the Financial Operation Principal/Compliance Officer of Triangle Securities, LLC of Raleigh, North Carolina, an asset management, brokerage and investment banking firm. Mr. Scheib is a CPA and a graduate of East Carolina University with a degree in accounting. Mr. Scheib has served as our Director since December 2004, and is a member of the Board's Audit, Finance and Nomination Committees. Mr. Scheib's qualifications to serve as a director of the Company consist of his strong financial and asset management experience and serving the Company in a financial oversight role as the Chair of the Audit Committee. Given his extensive knowledge and experience in finance, Mr. Scheib has been determined to be an audit committee financial expert by the board. JOAN B. WILLS is currently legal counsel for The Narragansett Bay Commission, a regional sewer authority located in Providence, Rhode Island, a position she has held since 2008. Also, Ms. Wills is currently Trustee of the Cooke Family Trust, an owner of more than 5% of N-Viro International Corporation common stock. From 2006 until 2008, Ms. Wills provided legal counsel to the Rhode Island Office of Legislative Counsel, an agency involved in drafting new legislation and amendments to the State of Rhode Island. Ms. Wills has been a practicing attorney at various points in her career, and holds a Bachelor of Arts degree from the University of Rhode Island and a Juris Doctorate from Suffolk University Law School in Boston. In February 2010, Ms. Wills was made a member of the Compensation Committee. Ms. Wills' qualifications to serve as a director of the Company consist of her experience as an attorney in the utilities industry. KEY RELATIONSHIPS Joan Wills is currently Trustee of the Cooke Family Trust, an owner of more than 5% of N-Viro International Corporation common stock. CORPORATE GOVERNANCE AND BOARD MATTERS OUR BOARD OF DIRECTORS Our business, property and affairs are managed under the direction of our Board. We have determined that the Company's interests are best served by having a Chairman of the Board who is independent of the management of the Company because it is our view this inherently strengthens board independence in dealing with issues that closely involve management. Our Chief Executive Officer has responsibility for setting our strategic direction and the day-to-day leadership and performance, while the Chairman of the Board has a greater focus on long-range Company goals and plans and governance of our Board of Directors. This balance between the two positions enables Mr. Kasmoch to focus on the operational and strategic challenges we presently face, with Mr. Hartung providing board leadership on matters of governance and management oversight. Our Board, as a whole, has the responsibility for risk oversight of management. The role of our Board of Directors is to oversee the President and Chief Executive Officer, the Executive Vice President and the Chief Financial Officer in the operation of the Company, including management's establishment and implementation of appropriate practices and policies with respect to areas of potentially significant risk to us. Our Board considers risks to the Company as part of the strategic planning process and thorough review of compliance issues in committees of our Board, as appropriate. While the Board has the ultimate oversight responsibility for such risk management process, various committees of the Board are structured to oversee specific risks in the areas covered by their respective assignments such as audits or compensation. In addition, our Board may retain, on such terms as determined by the Board and in its sole discretion, independent legal, financial and other consultants and advisors to advise and assist the Board in fulfilling its oversight responsibilities. Currently, there are no such consultants in any category assisting or advising the Company. Management is responsible for N-Viro's day-to-day risk management, and the entire Board's role is to engage in informed oversight. Our Chief Executive Officer is a member of the Board of Directors, and our Chief Financial Officer and Executive Vice President/General Counsel regularly attend Board meetings, which helps facilitate discussions regarding risk between the Board and our senior management, as well as the exchange of risk-related information or concerns between the Board and the senior management. The Board believes Mr. Kasmoch's service as Chief Executive Officer and on the Board is appropriate because it bridges a critical gap between our management and the Board, enabling the Board to benefit from management's perspective on our business while the Board performs its oversight function. The Company's philosophy about diversity among its Board members is discussed below under "Nominating Committee." MEETINGS OF THE BOARD OF DIRECTORS Our Board held six formal meetings during 2009, consisting of two regular meetings and four special meetings. Each director attended 100% of the aggregate number of meetings held by the Board of Directors and the Committees of the Board of Directors on which he served, except for Messrs. Hartung and Kovacik, who each missed one special meeting. It is the policy of the Company that the members of the Board attend our annual stockholder meeting. Failure to attend annual meetings without good reason is a factor the Nominating Committee and Board will consider in determining whether to renominate a current Board member. All members of the Board serving at the time attended the 2009 Annual Meeting. SHAREHOLDER COMMUNICATIONS WITH THE BOARD We encourage stockholder communications with directors. Stockholders may communicate with a particular director, all directors or the Chairman of the Board by mail or courier addressed to him or the entire Board in care of James K. McHugh, Corporate Secretary, N-Viro International Corporation, 3450 West Central Avenue, Suite #328, Toledo, OH 43606. All correspondence should be in a sealed envelope marked "Confidential" and will be forwarded unopened to the director as appropriate. BOARD INDEPENDENCE Although we are not subject to the listing requirements of any stock exchange, we are committed to a board in which a majority of our members consist of independent directors, as defined under the NASDAQ rules. The Board has reviewed the independence of its members, applying the NASDAQ standards and considering other commercial, legal, accounting and familial relationships between the Directors and us. The Board has determined that all of the Directors and director nominees are independent other than Mr. Kasmoch, who is not an independent Director by virtue of his current position as our Chief Executive Officer, and Mr. Hartung, who is deemed not to be independent because his son was employed as an executive officer of the Company within the past three years. CODE OF ETHICS We have adopted a Code of Ethics which covers the Chief Executive Officer and Chief Financial Officer, which is administered and monitored by the Audit Committee of the Board. A copy of the Code of Ethics was attached as Exhibit 14.1 to our Annual Report on Form 10-K for the year ended December 31, 2009, and is posted on our web site at www.nviro.com. ------------- COMMITTEES OF THE BOARD OF DIRECTORS The Board has the following standing committees: the Audit Committee, the Compensation Committee, the Finance Committee, the Nominating Committee and the Technology Committee. The composition and function of each Committee is set forth below:
DIRECTOR AUDIT COMPENSATION NOMINATING FINANCE TECHNOLOGY - ------------------ ----- ------------ ---------- ------- ---------- Mark D. Hagans X X* X James H. Hartung X X Timothy R. Kasmoch X X* Thomas L. Kovacik X* X Carl Richard X Joseph H. Scheib X* X* X Joan B. Wills X
* Committee Chair AUDIT COMMITTEE Our Audit Committee consisted of Messrs. Scheib, Hagans and DiPrete, until Mr. DiPrete's resignation from the Board in May 2009. In accordance with our Audit Committee Charter, each of the Audit Committee members must be "independent" as determined under the NASDAQ rules. The Audit Committee currently is not subject to, and does not follow, the independence criteria set forth in Section 10A of the Securities Exchange Act 1934, as amended. The Board has determined that each of the directors who serve on the Audit Committee are "independent" under the NASDAQ rules, meaning that none of them has a relationship with us that may interfere with their independence from us and our management. Further, the Board has determined that Mr. Scheib qualifies as a "financial expert" as defined by the Securities and Exchange Commission (the "SEC"). The Audit Committee recommends the appointment of the outside auditor, oversees our accounting and internal audit functions and reviews and approves the terms of transactions between us and related party entities. During 2009, the Audit Committee met two times. The Audit Committee has retained UHY LLP to conduct the audit for the year ended December 31, 2010. The Audit committee is governed by a written charter, a copy of which was attached to the Proxy Statement for our annual meeting held on June 8, 2007. COMPENSATION COMMITTEE The Compensation Committee determines officers' salaries and bonuses and administers the grant of stock options pursuant to our stock option plans. The Compensation Committee does not have a written charter. The Compensation Committee consisted of Messrs. Kovacik, Hartung and DiPrete, until Mr. DiPrete's resignation in May 2009, and Ms. Wills, who was appointed to the Committee in February 2010. The Compensation Committee met two times during 2009. The Board has determined that a majority of the members of the committee are "independent" as determined under the NASDAQ standards. Mr. Hartung is not deemed to be "independent" due to his son, Howard Hartung, serving as one of our executive officers until January 2008. Under the NASDAQ standards, Mr. Hartung will not be independent for at least three years after the resignation of his son. Despite his lack of "independence," the Board determined that Mr. Hartung's exercise of independent judgment has not been and will not be affected by this relationship. FINANCE COMMITTEE The Finance Committee, consisting of Messrs. Hagans, Kasmoch and Scheib, assists in monitoring our cash flow requirements and approves any internal or external financing or leasing arrangements. The Finance Committee does not have a written charter. This committee met two times during 2009. NOMINATING COMMITTEE The Nominating Committee, consisting of Messrs. Scheib, Richard and Hartung, considers and recommends to the Board qualified candidates for election as Board members, and establishes and periodically reviews criteria for selection of directors. The Nominating Committee does not have a written charter. The committee met one time during 2009. The Board has determined that a majority of the members of the committee are "independent" as determined under the NASDAQ standards. Mr. Hartung is not deemed to be "independent" due to his son, Howard Hartung, serving as one of our executive officers until January 2008. Under the NASDAQ standards, Mr. Hartung will not be independent for at least three years after the resignation of his son. Despite his lack of "independence," the Board determined that Mr. Hartung's exercise of independent judgment has not been and will not be affected by this relationship. The Nominating Committee will consider candidates recommended by stockholders, directors, officers, third-party search firms and other sources for nomination as a director. The Committee considers the needs of the Board and evaluates each director candidate in light of, among other things, the candidate's qualifications. Recommended candidates must be of the highest character and integrity, free of any conflicts of interest and possess the ability to work collaboratively with others, and have the time to devote to Board activities. All candidates will be reviewed in the same manner, regardless of the source of the recommendation. Presently, the Nominating Committee does not consider diversity as a characteristic in its selection of candidates except to the extent that the Nominating Committee seeks to expand the range of categories of experience and relationships in different aspects of the waste management process the Company requires for the different foci of its business and potential contacts with sources of business opportunity for the Company. The Nominating Committee will consider all stockholder recommendations of proposed director nominees, if such recommendations are timely received under applicable SEC regulations and include all of the information required to be included as set forth in the By-Laws. To be considered "timely received," recommendations must be received in writing at our principal executive offices, at N-Viro International Corporation, 3450 W. Central Avenue, Suite 328, Toledo, Ohio 43606, Attention: Chairman, Nominating Committee, c/o James K. McHugh, Corporate Secretary, no later than March 15, 2011. All candidates recommended by stockholders should be independent and possess substantial and significant experience which would be of value to us in the performance of the duties of a director. In addition, any stockholder director nominee recommendation must include, at a minimum, the following information: the stockholder's name; address; the number and class of shares owned; the candidate's biographical information, including name, residential and business address, telephone number, age, education, accomplishments, employment history (including positions held and current position), and current and former directorships; and the stockholder's opinion as to whether the stockholder recommended candidate meets the definitions of "independent" under the NASDAQ standards. In addition, the recommendation letter must provide the information that would be required to be disclosed in the solicitation of proxies for election of directors under federal securities laws. The stockholder must include the candidate's statement that he/she meets these requirements; is willing to promptly complete the Questionnaire required of all officers, directors and candidates for nomination to the Board; will provide such other information as the Committee may reasonably request; consents to serve on the Board if elected; and a statement whether such candidate, if elected, intends to tender, promptly following such person's election or re-election, an irrevocable resignation effective upon such person's failure to receive the required vote for re-election at the next meeting at which such person would face re-election. COMPENSATION OF DIRECTORS Our Board of Directors has approved the payment of cash compensation to non-employee directors in exchange for their service on the Board. The amount of cash compensation to be received by each non-employee director is $1,000 per regular meeting attended during each calendar year, and $500 per special meeting attended. Our Board of Directors generally has four meetings per calendar year. The Directors are reimbursed for out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committees thereof. Under our current stock option plan, approved by the stockholders in May 2004 and amended by the stockholders in June 2008 and again in August 2009, each non-employee Director automatically receives a grant of options to purchase 2,500 shares of Common Stock for each regular meeting attended, and an option to purchase 1,250 shares of Common Stock for each special meeting attended, subject to a maximum of options to purchase 15,000 in any year. Directors who are our employees do not receive any additional compensation for serving as Directors. Directors who are our consultants do not receive any additional cash compensation for serving as Directors, but do receive stock options per the provisions of the N-Viro International Corporation Second Amended and Restated 2004 Stock Option Plan. See "Certain Relationships and Related Transactions" for additional compensation to Directors. DIRECTOR COMPENSATION
Fees Non-Equity Non-Qualified Non-Qualified Earned or Incentive Incentive Deferred All Paid in Stock Option Plan Plan Compensation Other Name Cash Awards Awards Compensation Compensation Earnings Compensation TOTAL - ------------------ -------- ------- -------- ------------- ------------- ------------- ------------- ------- R. Francis DiPrete $ 1,500 - $ 7,500 - - - - $ 9,000 Joseph H. Scheib $ 2,000 - $ 31,700 - - - - $ 33,700 Carl Richard $ 2,000 - $ 31,700 - - - - $ 33,700 James H. Hartung $ 2,000 - $ 32,600 - - - - $ 34,600 Mark D. Hagans $ 2,000 - $ 31,700 - - - - $ 33,700 Thomas L. Kovacik $ 1,500 - $ 31,700 - - - - $ 33,200 Joan B. Wills $ 500 - $ 2,795 - - - - $ 3,295 Timothy R. Kasmoch - - - - - - - $ 0 -------- ------- -------- ------------- ------------- ------------- ------------- -------- $ 11,500 $ 0 $169,695 $ 0 $ 0 $ 0 $ 0 $181,195 ======== ======= ======== ============= ============= ============= ============= ========
EXECUTIVE OFFICERS OF THE COMPANY Executive officers of the Company are appointed by the Board of Directors and hold office at the pleasure of the Board. Set forth below is biographical and other information on the current executive officers of the Company. Mr. Kasmoch also serves as a member of the Board and his biographical information is set forth above under the caption "Directors of the Company."
Name Age Position - ------------------ --- ------------------------------------------------ Timothy R. Kasmoch 48 President and Chief Executive Officer Robert W. Bohmer 40 Executive Vice-President and General Counsel James K. McHugh 51 Chief Financial Officer, Secretary and Treasurer
ROBERT W. BOHMER has been our Executive Vice-President (formerly Vice-President of Business Development) and General Counsel since July 2007. Since 1996, Mr. Bohmer had been with the law firm of Watkins, Bates and Carey, LLP, Toledo, Ohio. Since 2005, Mr. Bohmer had served as general outside counsel to the Company. JAMES K. MCHUGH has served as our Chief Financial Officer, Secretary and Treasurer since January 1997. Prior to that date, Mr. McHugh served the Company and our predecessor company in various financial positions since April 1992. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own beneficially more than ten percent (10%) of the shares of our Common Stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission, or SEC. Copies of all filed reports are required to be furnished to us pursuant to Section 16(a). Based solely on the reports received by us and on written representations from reporting persons, we believe that the current directors and executive officers complied with all applicable filing requirements during the fiscal year ended December 31, 2009, with no exceptions. ITEM 11. EXECUTIVE COMPENSATION COMPENSATION OF EXECUTIVE OFFICERS The following table presents the total compensation paid to our Chief Executive Officer, Executive Vice President and Chief Financial Officer during 2009. There were no other executive officers who were serving at the end of 2009 and whose total compensation exceeded $100,000. SUMMARY COMPENSATION TABLE
Change in Non-Equity Nonqualified Incentive Deferred Name and Principal Stock Option Plan Compensation All Other Position Year Salary Bonus Awards Awards (4) Compensation Earnings Compensation TOTAL ($) - --------------------------- ---- -------- ----- ------ ----------- ------------ ------------ ------------- ---------- TIMOTHY R. KASMOCH 2009 $150,000 - - $ 570,376 - - $ 10,000 $ 730,376 President and Chief 2008 $150,000 - - - - - $ 0 $ 150,000 Executive Officer (1) ROBERT W. BOHMER 2009 $150,000 - - $ 454,344 - - $ 0 $ 604,344 Executive Vice-President + 2008 $150,000 - - $ 93,333 - - $ 0 $ 243,333 General Counsel (2) JAMES K. MCHUGH 2009 $116,688 - - $ 190,746 - - $ 399 $ 307,833 Chief Financial Officer, 2008 $100,044 - - - - - $ 552 $ 100,596 Secretary + Treasurer (3) (1) For the "All Other Compensation" column, Mr. Kasmoch's spouse was compensated for consulting services rendered to the Company at various times during 2009. All compensation was in cash. (2) Mr. Bohmer was not granted an option award in 2008 but the value reflected is the amount of his 2007 grant recorded as an expense in 2008. The value of his 2009 Option Award includes the 2007 grant award recorded as an expense in the amount of $46,667. (3) For the "All Other Compensation" column, Mr. McHugh is taxed on the imputed benefit of a life insurance policy that benefits his personal beneficiary for one-half the face value and N-Viro International Corporation for one-half the face value of the policy. (4) The amounts included in the Option Awards column include the aggregate grant date fair value of options granted in the fiscal year computed in accordance with FASB ASC Topic 718. We continue to use the Black-Scholes model to measure the grant date fair value of stock options. For a discussion of the valuation assumptions used to value the options, see Note 5 to our Consolidated Financial Statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2009.
2009 GRANTS OF PLAN BASED AWARDS
Estimated Future Payouts Under Estimated Future Payouts Under Non-Equity Incentive Plan Awards Equity Incentive Plan Awards Grant Approval -------------------------------------- -------------------------------------- Name Date (1) Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) - ------------------ ---------- --------- ------------- ---------- ----------- ------------- ---------- ----------- Timothy R. Kasmoch 7/10/2009 7/10/2009 - - - - - 25,000 7/21/2009 7/21/2009 - - - - - 243,000 Robert W. Bohmer 7/10/2009 7/10/2009 - - - - - 25,000 7/21/2009 7/21/2009 - - - - - 168,000 James K. McHugh 7/10/2009 7/10/2009 - - - - - 25,000 7/21/2009 7/21/2009 - - - - - 68,000 Full Grant Base Price of Date Fair Option Name Value ($) Awards ($/shr.) - ------------------ ---------- --------------- Timothy R. Kasmoch 43,233 1.94 527,143 2.23 Robert W. Bohmer 43,233 1.94 364,444 2.23 James K. McHugh 43,233 1.94 147,513 2.23
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS STOCK AWARDS ----------------------------------------------------------------- ---------------------------------- Equity Equity Incentive Incentive Plan Awards: Plan Market # Unearned # of # of Awards: # of Value of Shares, Securities Securities # Securities Shares or Shares or Units or Underlying Underlying Underlying Units of Units of Other Rights Unexercised Unexercised Unexercised Option Option Stock That Stock That That Have Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Not Name Exercisable Unexercisable Options (#) Price (#) Date Vested (#) Vested ($) Vested (#) - ------------------ ------------ -------------- ----------- ---------- ---------- ---------- ---------- ---------- Timothy R. Kasmoch 2,500 - - $ 1.70 2/15/16 - - - Timothy R. Kasmoch 250,000 - - $ 2.00 12/31/11 - - - Timothy R. Kasmoch 25,000 - - $ 1.94 7/11/19 - - - Timothy R. Kasmoch 243,000 - - $ 2.23 7/22/19 - - - Robert W. Bohmer 100,000 - - $ 2.80 6/13/17 - - - Robert W. Bohmer 25,000 - - $ 1.94 7/11/19 - - - Robert W. Bohmer 168,000 - - $ 2.23 7/22/19 - - - James K. McHugh 6,000 - - $ 5.00 5/12/10 - - - James K. McHugh 5,000 - - $ 1.50 12/15/10 - - - James K. McHugh 10,000 - - $ 1.50 12/7/11 - - - James K. McHugh 12,000 - - $ 2.10 11/11/14 - - - James K. McHugh 50,000 - - $ 2.00 12/31/16 - - - James K. McHugh 25,000 - - $ 1.94 7/11/19 - - - James K. McHugh 68,000 - - $ 2.23 7/22/19 - - - Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Name Not Vested (#) - ------------------ -------------- Timothy R. Kasmoch - Timothy R. Kasmoch - Timothy R. Kasmoch - Timothy R. Kasmoch - Robert W. Bohmer - Robert W. Bohmer - Robert W. Bohmer - James K. McHugh - James K. McHugh - James K. McHugh - James K. McHugh - James K. McHugh - James K. McHugh - James K. McHugh -
All options awards were made granted under the Company's current stock option plan described under the caption "Equity Compensation Plan Information." EMPLOYMENT AGREEMENTS On February 13, 2007, we entered into an employment agreement with Mr. Timothy R. Kasmoch as our President and Chief Executive Officer. Mr. Kasmoch's employment agreement is for a two-year term commencing on February 13, 2007 and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. Kasmoch is to receive an annual base salary of $150,000, subject to an annual increase at the discretion of the Board. In addition, Mr. Kasmoch is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board. Under the agreement, this determination is to be based upon the Board's complete review of Mr. Kasmoch's performance, including the growth and profitability of the Company. Generally, Mr. Kasmoch's employment agreement may be terminated by us with or without cause or by the Employee for any reason. If the agreement is terminated by us without cause (other than by reason of the death or disability of Mr. Kasmoch), Mr. Kasmoch will continue to receive his base salary then in effect for the period between the termination date and the expiration date of the agreement. If the agreement is terminated for any other reason by either party, Mr. Kasmoch is entitled to receive his base salary through the effective date of the termination plus any bonus or incentive compensation which has been earned or payable through the termination date, as provided for in the agreement. A copy of Mr. Kasmoch's employment agreement was attached to a Form 8-K as Exhibit 10.1, filed by us on March 12, 2007. Effective April 2, 2008, we entered into a first amendment to the employment agreement with Mr. Kasmoch. The amendment extends the term of Mr. Kasmoch's employment agreement for an additional two years. As a result, the term of Mr. Kasmoch's employment agreement will expire on February 12, 2011, instead of February 12, 2009 as provided for in the original employment agreement. Except for the extension of the term, there were no other changes to Mr. Kasmoch's employment agreement. The amendment was approved by our Board of Directors at a regular meeting held on April 2, 2008. A copy of the amendment to Mr. Kasmoch's employment agreement was attached to a Form 8-K as Exhibit 10.1, filed by us on April 7, 2008. In June 2007, we executed an employment agreement with Robert W. Bohmer as our Vice-President of Business Development and General Counsel, which commenced July 1, 2007. Mr. Bohmer's agreement is 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 in an amount to be determined. Generally, the agreement may be terminated by us with or without cause or by the Employee for any reason. A copy of Mr. Bohmer's employment agreement was attached to a Form 8-K as Exhibit 10.1, filed by us on June 20, 2007. Effective June 19, 2008, we entered into a first amendment to the employment agreement with Mr. Bohmer. The amendment extends the term of Mr. Bohmer's employment agreement for an additional two years. As a result, the term of Mr. Bohmer's employment agreement will expire on July 1, 2011, instead of July 1, 2009 as provided for in the original employment agreement. Except for the extension of the term, there were no other changes to Mr. Bohmer's employment agreement. The amendment was approved by our Board of Directors at a regular meeting held on June 16, 2008. A copy of the amendment to Mr. Bohmer's employment agreement was attached to a Form 8-K as Exhibit 10.1, filed by us on June 20, 2008. EQUITY COMPENSATION PLAN INFORMATION We maintain two stock option plans for directors, executive officers and key employees. The current plan was approved by the stockholders in May 2004 and was amended by the stockholders in June 2008 and August 2009. The plan, as amended, authorizes the Board of Directors or a committee thereof, to grant awards of incentive stock options and non-qualified stock options for up to a maximum of 2,500,000 shares of Common Stock. The total number of options granted and outstanding as of December 31, 2009 was 1,279,825, and the number of options available for future issuance was 1,061,675. Currently, the plan is administered by the Compensation Committee. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS We had outstanding 5,224,628 shares of Common Stock, $.01 par value per share, or the Common Stock, on April 15, 2010, which constitutes the only class of our outstanding voting securities. FIVE PERCENT STOCKHOLDERS At April 15, 2010, the following were the only persons known to us to own beneficially more than 5% of the outstanding shares of Common Stock:
Name Amount and Percentage of Title of and Address of Nature of Outstanding Shares Class Beneficial Owner Beneficial Ownership of Common Stock - ------------ ----------------------------------------------------- -------------------- ------------------- Cooke Family Trust (1) 90 Grande Brook Circle, #1526 Common Stock Wakefield, Rhode Island 02879 753,437 14.3% - ------------ ----------------------------------------------------- -------------------- ------------------- 1. The shares attributed to the Cooke Family Trust include 708,887 shares owned beneficially and 44,550 in Common Stock warrants exercisable to purchase an equal number of shares of Common Stock. This information was derived from the Schedule 13D Amendment #4 filed on June 13, 2008.
SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth, as of April 15, 2010, unless otherwise specified, certain information with respect to the beneficial ownership of our shares of Common Stock by each person who is our director, a nominee for the Board, each of the Named Executive Officers, and by our directors and executive officers as a group. Unless otherwise noted, each person has voting and investment power, with respect to all such shares, based on 5,224,628 shares of Common Stock outstanding on the record date. Pursuant to the rules of the SEC, shares of Common Stock which a person has the right to acquire within 60 days of the date hereof pursuant to the exercise of stock options are deemed to be outstanding for the purpose of computing the percentage ownership of such person but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
Amount and Nature of Percent of Title of Class Name of Beneficial Owner Beneficial Ownership 1 Class - -------------- ----------------------------------------------------------- -------------------- ----------- Common Stock Mark D. Hagans 29,150 2 0.56% Common Stock James H. Hartung 47,250 3 0.90% Common Stock Timothy R. Kasmoch 772,500 4 13.12% Common Stock Thomas L. Kovacik 37,500 5 0.71% Common Stock Carl Richard 150,100 6 2.82% Common Stock Joseph H. Scheib 223,888 7 4.20% Common Stock Joan B. Wills 754,687 8 14.44% Common Stock Robert W. Bohmer 359,600 9 6.44% Common Stock James K. McHugh 204,920 10 3.78% Common Stock All directors and executive officers as a group (9 persons) 2,579,595 11 38.19% 1. Except as otherwise indicated, all shares are directly owned with voting and investment power held by the person named. 2. Represents 4,450 shares of Common Stock owned by Mr. Hagans and 24,700 shares issuable upon exercise of options which are currently exercisable at prices ranging from $1.94 to $3.90 per share. 3. Represents 2,610 shares of Common Stock owned by Mr. Hartung, 33,750 shares issuable upon exercise of options which are currently exercisable at prices ranging from $1.42 to $3.90 per share and 10,890 unregistered shares issuable upon exercise of warrants which are currently exercisable at $2.00 per share. 4. Represents 100,000 unregistered shares and 8,000 registered shares of Common Stock owned by Mr. Kasmoch, 50,000 unregistered shares issuable upon exercise of warrants which are currently exercisable at $1.85 per share and 614,500 shares issuable upon exercise of options which are currently exercisable at prices ranging from $1.70 to $3.27 per share. 5. Represents 1,000 shares of Common Stock owned by Mr. Kovacik and 36,500 shares issuable upon exercise of options which are currently exercisable at prices ranging from $1.82 to $3.90 per share. 6. Represents 47,661 shares of Common Stock owned by Mr. Richard, 45,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.70 to $3.90 per share and 57,439 unregistered shares issuable upon exercise of warrants which are currently exercisable at prices ranging from $1.85 to $2.00 per share. 7. Represents 120,238 shares of Common Stock owned by Mr. Scheib, 48,750 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.70 to $3.90 per share, 600 shares owned by a family member over which Mr. Scheib acts as custodian and 54,300 unregistered shares issuable upon exercise of warrants which are currently exercisable at prices ranging from $1.85 to $2.52 per share. 8. Represents 1,250 shares issuable upon exercise of options which are currently exercisable at $2.66 per share, 753,437 shares of Common Stock owned by the Cooke Family Trust, a more than 5% stockholder of which Ms. Wills is the trustee. See further information in the section "Five Percent Stockholders". 9. Represents 2,600 shares of Common Stock owned by Mr. Bohmer and 357,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $1.94 to $3.27 per share. 10. Represents 8,920 shares of Common Stock owned by Mr. McHugh and a total of 196,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $1.50 to $5.00 per share. 11. Represents 295,479 shares of Common Stock owned directly by the directors and officers, 754,037 shares owned indirectly, 1,357,450 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.70 to $5.00 per share and a total of 172,629 unregistered shares issuable upon exercise of warrants which are currently exercisable at prices ranging from $1.85 to $2.52 per share.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE None DIRECTOR INDEPENDENCE Although we are not subject to the listing requirements of any stock exchange, we are committed to a board in which a majority of our members consist of independent directors, as defined under the NASDAQ rules. The Board has reviewed the independence of its members, applying the NASDAQ standards and considering other commercial, legal, accounting and familial relationships between the Directors and us. The Board has determined that all of the Directors and director nominees are independent other than Mr. Kasmoch, who is not an independent Director by virtue of his current position as our chief executive officer, and Mr. Hartung, who is deemed not to be independent because his son was employed as an executive officer of the Company within the past three years. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES AUDIT FEES Audit services of UHY LLP ("UHY") included the audit of our annual financial statements for 2009 and 2008, and services related to quarterly filings with the SEC through the reporting period ended September 30 in each of those years. Fees for these services totaled approximately $72,000 for 2009 and $67,000 for 2008. AUDIT RELATED FEES There were no fees billed for the years ended December 31, 2009 and December 31, 2008 for assurance and related services by UHY that are reasonably related to the performance of the audit or review of our financial statements. TAX FEES There were no fees billed for the years ended December 31, 2009 and December 31, 2008 for professional services rendered by UHY for tax compliance, tax advice, and tax planning. ALL OTHER FEES There were no fees billed for the years ended December 31, 2009 and December 31, 2008 for assistance on accounting related matters. Although the Audit Committee Charter does not explicitly require it, the Audit Committee approves all engagements of outside auditors before any work is begun on the engagement. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit No. Description - --- ----------- 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. N-VIRO INTERNATIONAL CORPORATION Dated: April 30, 2010 By: /s/ Timothy R. Kasmoch --------------------------- Timothy R. Kasmoch, Chief Executive Officer and President (Principal Executive Officer) POWER OF ATTORNEY Know all persons by these presents, that each person whose signature appears below constitutes and appoints James K. McHugh his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Dated: April 30, 2010 /s/ Timothy R. Kasmoch /s/ James K. McHugh - ------------------------- ---------------------- Timothy R. Kasmoch, Chief Executive Officer, James K. McHugh President and Director Chief Financial Officer, (Principal Executive Officer) Secretary and Treasurer (Principal Financial Officer) /s/ James H. Hartung* /s/ Mark D. Hagans * - ---------------------- ------------------------ James H. Hartung, Director Mark D. Hagans, Director and Chairman of the Board /s/ Joseph H.Scheib, Director * /s/ Thomas L. Kovacik* - --------------------------------- -------------------------- Joseph H. Scheib, Director Thomas L. Kovacik, Director /s/ Carl Richard* /s/ Joan B. Wills* - ------------------- --------------------- Carl Richard, Director Joan B. Wills, Director * by James K. McHugh, Attorney-In-Fact EX-31.1 2 form10kaexhibit311.txt FORM 10-K/A - EXHIBIT 31.1 - CERTIFICATION CEO Exhibit 31.1 ------------ CERTIFICATION I, Timothy R. Kasmoch, certify that: 1. I have reviewed this annual report on Form 10-K, as amended by Form 10-K/A (Amendment No. 1), of N-Viro International Corporation; 2. Based on my knowledge, this annual 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 annual 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) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 external 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: April 30, 2010 /s/ Timothy R. Kasmoch - ------------------------ Timothy R. Kasmoch President and Chief Executive Officer EX-31.2 3 form10kaexhibit312.txt FORM 10-K/A - EXHIBIT 31.2 - CERTIFICATION CFO Exhibit 31.2 ------------ CERTIFICATION I, James K. McHugh, certify that: 1. I have reviewed this annual report on Form 10-K, as amended by Form 10-K/A (Amendment No. 1), of N-Viro International Corporation; 2. Based on my knowledge, this annual 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 annual 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) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 external 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: April 30, 2010 /s/ James K. McHugh - ---------------------- James K. McHugh Chief Financial Officer EX-32.1 4 form10kaexhibit321.txt FORM 10-K/A - EXHIBIT 32.1 - 906 CERTIFICATION CEO 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-K/A (Amendment No. 1) 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-K/A (Amendment No. 1) 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 April 30, 2010 EX-32.2 5 form10kaexhibit322.txt FORM 10-K/A - EXHIBIT 32.2 - 906 CERTIFICATION CFO 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-K/A (Amendment No. 1) 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-K/A (Amendment No. 1) 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 April 30, 2010 -----END PRIVACY-ENHANCED MESSAGE-----