EFFECTIVE AUGUST 23RD, 2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 19, 2004
N-VIRO INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-21802 34-1741211
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER)
INCORPORATION OR ORGANIZATION) (IRS EMPLOYER
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant
(a) (i) On August 1, 2004, the partners of Follmer Rudzewicz PLC
announced that they were joining UHY LLP, a newly-formed New York limited
liability partnership. UHY LLP is comprised of the partners of four accounting
firms with offices in eight states. UHY LLP is a legal entity that is separate
from Follmer Rudzewicz PLC. Follmer Rudzewicz PLC has ceased to provide audit
services, and accordingly, has resigned as the independent auditors of the
Company. On October 15, 2004, the Company was informed of this event.
(ii) None of the reports of Follmer Rudzewicz PLC on the Company's
financial statements for either the past one year or subsequent interim periods
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles.
(iii) The decision to change principal accountants was approved by
the Audit Committee of the Company's Board of Directors on October 18, 2004.
(iv) During the most recent fiscal year of the Company and any
subsequent interim periods, there were no disagreements between the Company and
Follmer Rudzewicz PLC on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Follmer Rudzewicz PLC,
would have caused it to make reference to the subject matter of the
disagreements in connection with its report.
The Company has provided Follmer Rudzewicz PLC with a copy of the above
disclosures in response to Item 304(a) of Regulation S-B in conjunction with the
filing of this Form 8-K. The Company requested that Follmer Rudzewicz PLC
deliver to the Company a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by the Company in
response to Item 304(a) of Regulation S-B, and if not, stating the respects in
which it does not agree. A copy of the letter of Follmer Rudzewicz PLC is filed
as Exhibit 16 to this Form 8-K Current Report.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
16.1 Letter, dated October 19, 2004 from Follmer Rudzewicz PLC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
N-VIRO INTERNATIONAL CORPORATION
Dated: October 19, 2004 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer