SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-21802
Cusip Number: 62944W207
(Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q Form N-SAR
For Period Ended: September 30, 2003
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_______________________________
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:_____
PART I - REGISTRANT INFORMATION
N-Viro International Corporation
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Full Name of Registrant
Former Name if Applicable
3450 W. Central Avenue, Suite 328
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Address of Principal Executive Office (Street and Number)
Toledo, Ohio 43606
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
X (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
X (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20F, 11-K, 10-Q,
N-SAR, or the transitional report or portion thereof could not be filed within
the prescribed time period.
The Company is unable to complete the preparation of the financial
statement within the required time period without unreasonable effort or
expense, due to delays in gathering information needed to complete the
preparation and inclusion of the required financial statement.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
James K. McHugh Chief Financial Officer (419) 535-6374
(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such reports have been filed? If the answer is
no, identify report(s).
X Yes No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earning statements to be included in the subject report or portion thereof?
X Yes No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See Attachment A hereto.
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N-Viro International Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date:11/14/03 By /s/ James K. McHugh
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Name: James K. McHugh
Title: Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by an other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive office), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (section 232.201 or section 232.202 of this chapter) or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (section
232.13(b) of this Chapter).
ATTACHMENT A
N-Viro International Corporation (the "Company") expects to report on Form
10-Q, when filed, that consolidated revenues amounted to approximately $1.41
million for the quarter ended September 30, 2003, compared to $1.48 million for
the quarter ended September 30, 2002, and approximately $4.06 million for the
nine months ended September 30, 2003 compared to $4.14 million for the nine
months ended September 30, 2002.
The Company anticipates a net loss of approximately $400,000 for the
quarter ended September 30, 2003 compared to net income of $106,000 for the
quarter ended September 30, 2002, and a net loss of approximately $920,000 for
the nine months ended September 30, 2003 compared to net income of approximately
$4,000 for the nine months ended September 30, 2002. The increase in net loss
for the quarter and the nine month periods was principally due to: a decrease
in gross profit from operations, an increase in operating expenses for general
and administrative expenses and a decrease in nonoperating income from a joint
venture and increased interest cost.
The Company expects working capital to be approximately ($1,600,000) as of
September 30, 2003, compared to ($1,040,000) as of December 31, 2002. The
decrease in working capital was principally due to the loss for the nine month
period, partially offset by a restructuring of the Company's debt.
The Company expects stockholders' equity to amount to approximately
$500,000 as of September 30, 2003, compared to $1.22 million as of December 31,
2002. The decrease in stockholders' equity was principally due to the operating
loss for the nine month period.