SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
N-VIRO INTERNATIONAL CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
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(Title of Class of Securities)
62944W 20 7
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(CUSIP Number)
R. Francis DiPrete, co-trustee
Cooke Family Trust
255 Ide Road, Scituate, Rhode Island 02857
(401) 647-3177
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 13, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d- 7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a Reporting Person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1 NAMES OF REPORTING PERSONS
Cooke Family Trust, a trust formed under Rhode Island law
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I.R.S. Identification No. of above person: EIN: 05-6093617
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF (trust corpus)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Rhode Island, U.S.A.
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NUMBER OF 7 SOLE VOTING POWER: 495,801
SHARES
BENEFICIALLY 8 SHARED VOTING POWER: 0 shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER: 495,801 shares
REPORTING PERSON
WITH 10 SHARED DISPOSITIVE POWER: 0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
495,801 shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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ITEM 1. SECURITY AND ISSUER.
This Schedule relates to shares of the Common Stock, $0.01 par value per share
(the "Common Stock"), of N-Viro International Corporation (the "Issuer"). The
Issuer's principal executive office is located at 3450 W. Central Avenue, Suite
328, Toledo, Ohio 43606.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is being filed by the Cooke Family Trust, a trust organized
under the laws of Rhode Island (the "Reporting Person").
(b) The Reporting Person's address is 600 Boston Neck Road, North Kingstown,
Rhode Island 02852.
(c) The Reporting Person's present principal business is: investment of the
trust corpus.
(d) During the last five years, the Reporting Person has not been convicted in a
criminal proceeding.
(e) During the last five years, the Reporting Person has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities law or finding any violation with
respect to such law.
(f) Rhode Island
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person used trust corpus to purchase the shares.
The trust corpus was contributed by the settlor and/or developed from the making
of profitable investments.
ITEM 4. PURPOSE OF TRANSACTION.
(a) The Reporting Person intends, depending upon the circumstances, to purchase
and/or acquire additional shares of the Common Stock of the Issuer, both in
private transactions and in the open market. The Reporting Person intends,
depending upon the circumstances, to sell and/or dispose of shares of the Common
Stock of the Issuer. No definitive plan or proposal exists at this time with
respect to either, however.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable
(h) Not applicable.
(i) Not applicable.
(j) Not applicable
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a) As of December 9, 2004 N-Viro International Corporation ("N-Viro") had
3,271,043 shares issued and outstanding according to its transfer agent. As of
the date of this Schedule, the Reporting Person was the legal and beneficial
owner of 495,801 shares of Common Stock, which is 15.2% of the issued and
outstanding shares of N-Viro's Common Stock. In addition, the Reporting Person
owns 100,000 Common Stock Purchase Warrants exercisable to purchase 100,000
shares of N-Viro's Common Stock. Addition of the shares represented by the
Warrants, if exercised, would increase the Reporting Person's holdings to
595,801 shares and (after adjusting the number of N-Viro shares issued and
outstanding for the issuance of such shares) would represent 17.7%.
(b) The Reporting Person has the sole power to vote, or to direct the vote of,
495,801 shares of Common Stock and sole power to dispose of, or to direct the
disposition of, 495,801 shares of Common Stock.
(c) The Reporting Person purchased 200,000 shares of N-Viro Common Stock on
December 13, 2004 in a private transaction. There were no other transactions
within the past sixty (60) days.
d) Not applicable; no other person is known to have any such right or power.
e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 13, 2004
COOKE FAMILY TRUST
/s/ R. Francis DiPrete
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By: R. Francis DiPrete, co-trustee