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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): July 23, 2009
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) (IRS Employer
Incorporation or Organization) 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 23, 2009, N-Viro International Corporation, or the Company,
executed a Consulting Agreement, or the Agreement, effective July 14, 2009, with
Investor Relations Services, Inc. of New Smyrna Beach, FL., or IRSI. The
Company has appointed IRSI as its non-exclusive stock promotion and strategic
communications counsel for a term of one year from the date of the Agreement.
For its services, the Company issued IRSI 500,000 shares of the Company's
unregistered common stock. The shares were issued in a private transaction
pursuant to an exemption under Section 4(2) of the Securities Act of 1933.
Pursuant to the Agreement, the Company entered into a Designation and
Appointment agreement with Summit Trading Limited of New Smyrna Beach, FL., to
designate Summit Trading as the third party appointee to be paid the shares of
stock under the Consulting Agreement with IRSI.
On July 23, 2009, the Company executed a Finder's Fee and Non-Circumvention
Agreement with Summit Trading to locate possible merger and acquisition
candidates as well as sources of financing for the Company for a period of one
year, effective July 20, 2009. For its services, the Company issued Summit
Trading 250,000 shares of the Company's unregistered common stock. The shares
were issued in a private transaction pursuant to an exemption under Section 4(2)
of the Securities Act of 1933.
ITEM 3.02 UNREGISTERED SHARES OF EQUITY SECURITIES
To the extent required by Item 3.02 of Form 8-K, the information contained
in or incorporated by reference into Item 1.01 of this Current Report is hereby
incorporated by reference into this Item 3.02.
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: August 7, 2009 By: /s/ James K. McHugh
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James K. McHugh
Chief Financial Officer