[letterhead graphic omitted - "N-Viro International Corporation"]
February 25, 2010
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549-4631
ATTN: Mr. Rufus Decker, Accounting Branch Officer
and Mr. Jeffrey Gordon, Staff Accountant
Mail Stop 4631
RE: N-Viro International Corporation
Form 10-K for the year ended December 31, 2008
Forms 10-Q for the periods ended March 31, 2009, June 30, 2009 and
September 30, 2009
File No. 0-21802
Dear Mr. Decker and Mr. Gordon:
This letter is a response to your letter of comments dated December 14,
2009 (the "December Letter") as supplemented by your letter dated January 25,
2010 (the "January Letter") concerning the Annual Report on Form 10-K for the
year ended December 31, 2008 (the "2008 Annual Report") of N-Viro International
Corporation (the "Company" or "N-Viro"). This letter also addresses certain
comments in the December Letter directed to the Company's quarterly reports on
Forms 10-Q for the periods ended March 31, 2009, June 30, 2009 and September 30,
2009 (the "2009 Quarterly Reports").
The December Letter stated in relevant part on page 3:
"Please respond to this comment and file the requested amendments
within 10 business days, or tell us when you will provide us with a
response.
Please provide us with a response letter that keys your response to
our comment and provides any requested information."
Please be advised that the Company has prepared the requested amendment and
has filed it today as Amendment Number 2 to the 2008 Annual Report. In order to
avoid unnecessary duplication of filings and expense the Company will file the
amendments for the Forms 10-Q as soon as the staff has indicated there will be
no further comments on the proposed amendment to the Form 10-K. The remainder
of this letter constitutes the Company's reply to the substantive comments in
the December Letter and in the January Letter.
The item number below corresponds to the item number in the December
Letter. For convenience we have reproduced the text of each comment and provided
the Company's response immediately below the text.
3450 W. Central Avenue - Suite No. 328 - Toledo, Ohio 43606
P. 419.535.6374 - F. 419.535.7008
[GRAPHIC OMITTED]
nviro.com
United States Securities and Exchange Commission
February 25, 2010
Page 2
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008
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Item 9A(T) - Controls and Procedures
- ------------------------------------
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
1. Please amend your Form 10-K for the year ended December 31, 2008 and your
subsequent Forms 10-Q to state the conclusions of your principal executive and
financial officers regarding whether your disclosure controls and procedures are
effective or not effective. See Item 307 of Regulation S-K. Please also remove
your disclosure implying that the cost-benefit relationship of possible controls
and procedures is part of your effectiveness assessment. While cost-benefit may
be a reason a company has disclosure controls and procedures that are not
effective, it is not something that should be considered in concluding that
disclosure controls and procedures are effective.
REPLY: The Company has added language stating the conclusions of its
principal executive officer and principal financial officer regarding the
effectiveness of its disclosure controls and procedures. The Company also has
removed the disclosure implying that the cost-benefit relationship of possible
controls and procedures is part of the Company's effectiveness assessment.
The item numbers below correspond to the item numbers in the January
Letter. For convenience we have reproduced the text of each comment and provided
the Company's response immediately below the text.
General
- -------
1. In our previous letter, we requested that management provide, in
writing, acknowledgement of the three bullet pointed items (i.e. Tandy language)
described at the end of our comment letter dated December 14, 2009. It appears
that these acknowledgements were provided in the response letter signed by your
outside counsel. Please provide the requested acknowledgements in writing with
your next response letter signed by management.
REPLY: The requested acknowledgements have been provided in this letter by
Company management.
Item 9A(T) - Controls and Procedures
- ------------------------------------
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
2. We have reviewed your response to prior comment 1. We note from your
draft disclosure that you intend to state that management has concluded your
disclosure controls and procedures are effective as of the period covered by
your report. However, as defined in Rule 13a-15(e), disclosure controls and
procedures are those designed to ensure that information required to be
disclosed is recorded, processed, summarized and reported within specified time
periods. Since your Form 10-K and subsequent Forms 10-Q did not include the
disclosures required by Item 307 of Regulation S-K and in light of the material
weaknesses you continue to have, it is not clear how you arrived at the
conclusion that your disclosure controls and procedures are effective based on
the definition in Rule 13a-15(e). Please revise your proposed disclosures
regarding the effectiveness of your disclosure controls and procedures to
provide a discussion of the factors you considered and highlight any pother
factors that support your conclusion. Otherwise, please revise your proposed
disclosures to indicate that your disclosure controls and procedures were not
effective and explain why they were not.
REPLY: We have considered the staff's comments and have revised our
conclusion in Item 9A (T) to state that the disclosure controls and procedures
are not effective and discussed the reasons for that conclusion.
United States Securities and Exchange Commission
February 25, 2010
Page 3
The Company hereby acknowledges that the Company is responsible for the
adequacy and accuracy of the disclosure in their filings; staff comments or
changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and the Company
may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
Please write or call the undersigned at (419) 535-6374 ext. 116, or our
counsel, Sol V. Slotnik, Esq., whose telephone number is set forth below, with
any comments the staff may have with regard to this letter or the amendment.
Thank you.
Sincerely yours,
N-Viro International Corporation
By: /s/ James K. McHugh
--------------------
James K. McHugh
Chief Financial Officer
cc: via e-mail Sol V. Slotnik, Esq. T. (212) 687-1222
F. (212) 986-2399