UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO.1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 6, 2004
N-VIRO INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-21802 34-1741211
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
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
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On January 23, 2004, N-Viro International Corporation acted to dismiss its
independent auditors, Hausser + Taylor LLC, and engaged the services of Follmer
Rudzewicz PLC as its new independent auditors. The change in auditors will
become effective immediately. This determination followed the Company's
decision to seek proposals from independent accountants to audit its financial
statements, and was approved by the Company's Board of Directors upon the
recommendation of its Audit Committee.
During the two most recent fiscal years ended December 31, 2002, and the
subsequent interim period ended January 23, 2004, there were no disagreements
between the Company and Hausser + Taylor LLC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Hausser + Taylor's
satisfaction, would have caused Hausser + Taylor to make reference to the
subject matter of the disagreement in connection with its reports.
None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within the two most recent fiscal years ended December 31, 2002, or
within the interim period ended January 23, 2004.
The audit reports of Hausser + Taylor LLC on the consolidated financial
statements of the N-Viro International Corporation as of and for the fiscal
years ended December 31, 2002 and 2001 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to audit scope or
accounting principles. The reports for each year were prepared on the
assumption of the Company continuing as a going concern, but the reports stated
that certain matters raised substantial doubt about the Company's ability to
continue as a going concern, and included statements to such effect.
Hausser + Taylor LLC have reviewed the preceding statements, and a copy of this
response is attached hereto as Exhibit 1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
N-VIRO INTERNATIONAL CORPORATION
Dated: February 25, 2004 By: /s/ James K. McHugh
------------------- -------------------------
James K. McHugh
Chief Financial Officer
EXHIBIT1
--------
February 23, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: N-Viro International Corporation
We have read the statements that we understand N-Viro International Corporation
will include under Item 4 of the Form 8-K report it will file regarding the
recent change of auditors. We agree with such statements made regarding our
firm with the exception of matters contained in the first paragraph of which we
have no basis to agree or disagree with. We were informed of our dismissal on
February 6, 2004.
Hausser + Taylor LLC