<PAGE>   1
================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(MARK ONE)
|X|                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

|_|              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
           FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                         COMMISSION FILE NUMBER: 0-21802

                                   ----------
                        N-VIRO INTERNATIONAL CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              DELAWARE                                 34-1741211
   (STATE OR OTHER JURISDICTION OF      (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)

                         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
                                   ----------

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, par
                              value $.01 per share

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for at least the past 90 days. Yes X No ____

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         The aggregate market value of the voting stock held by non-affiliates
of the registrant, based upon the last sale price of registrant's Common Stock
in the National Association of Securities Dealers, Inc. Automated Quotation
System ("Nasdaq") as of March 23, 2001, was approximately $3,705,000.

         The number of shares of Common Stock of the registrant outstanding as
of March 23, 2001, was 2,643,683.

                       DOCUMENTS INCORPORATED BY REFERENCE
         Portions of the Registrant's definitive proxy statement for the annual
shareholders' meeting to be held May 10, 2001 are incorporated by reference into
Part III.

================================================================================

<PAGE>   2


                                      INDEX

<TABLE>
<CAPTION>
                                                                                                  PAGE
                                                                                                  ----

<S>                                                                                             <C>
                                     PART I

             Item 1.             Business                                                           2

             Item 2.             Properties                                                        10

             Item 3.             Legal Proceedings                                                 11

             Item 4.             Submission of Matters to a Vote of Security Holders               13

                                     PART II

             Item 5.             Market for Registrant's Common Equity and Related                 14
                                 Stockholder Matters

             Item 6.             Selected Financial Data                                           14

             Item 7.             Management's Discussion and Analysis of                           15
                                 Financial Condition and Results of Operations

             Item 7A.            Quantitative and Qualitative Disclosures                          20
                                 About Market Risk

             Item 8.             Financial Statements and Supplementary Data                       21

             Item 9.             Changes in and Disagreements with Accountants                     22
                                 on Accounting and Financial Disclosure

                                    PART III

             Item 10.            Directors and Executive Officers of the Registrant                22

             Item 11.            Executive Compensation                                            22

             Item 12.            Security Ownership of Certain Beneficial Owners                   22
                                 and Management

             Item 13.            Certain Relationships and Related Transactions                    22

                                     PART IV

             Item 14.            Exhibits, Financial Statement Schedules, and                      23
                                 Reports on Form 8-K
</TABLE>

                                       1

<PAGE>   3




                                     PART I

ITEM 1.           BUSINESS

GENERAL

         N-Viro International Corporation (the "Company" or "N-Viro"),
incorporated in April, 1993, owns and licenses the N-Viro Process, a patented
technology to treat and recycle wastewater sludges and other bio-organic wastes,
utilizing certain alkaline and mineral by-products produced by the cement, lime,
electric utilities and other industries. See "The N-Viro Process."

         In 1979, Mr. J. Patrick Nicholson and several investors formed N-Viro
Energy Systems, Limited (the "Partnership"). The Partnership's initial strategy
was to license the N-Viro Process to third parties through independent agents.
Each independent agent acted in its respective territory as a marketing and
distribution agent of the Partnership, and the Partnership retained the
marketing and distribution rights to certain other territories. In early 1993,
as a result of the then pending implementation of the 40 CFR part 503 Sludge
Regulations (as defined below) and the market environment, the Partnership
concluded that a strategy that also included the development and operation, on a
contract management basis, of N-Viro facilities for third parties, and of
Company-owned and/or co-owned N-Viro facilities, would potentially expand the
opportunities to capitalize on the N-Viro Process.

         In order to implement this strategy, the Partnership agreed to combine
with American N-Viro Resources, Inc., National N-Viro Tech, Inc., N-Viro
Midwest, Inc., N-Viro Soil South, Inc. and Tennessee-Carolina N-Viro
(collectively, the "Combined Agents") to form the Company. The Company was
incorporated in April 1993 primarily to expand the opportunities for
capitalizing on the N-Viro Process. The Company assumed the Partnership's
agreements with the remaining agents who were continuing to market the N-Viro
Process in their respective territories.

         The Company became a public company on October 12, 1993 with an initial
public offering (the "IPO") of 2,000,000 shares of Common Stock at $9.50 per
share. On October 19, 1993, the Partnership contributed to the Company all of
its assets (except certain marketable securities and accounts receivable from
certain related parties), subject to all liabilities (except certain retained
liabilities), and the stockholders of the Combined Agents contributed to the
Company all of the outstanding capital stock of such entities in exchange for a
total of 6,000,000 shares of Common Stock of the Company and organization notes
totaling $5,221,709 (including notes of $276,909 which resulted from a partial
exercise of an over-allotment option). The organization notes were repaid out of
the proceeds from the IPO. On November 10, 1993, an additional 112,000 shares
were sold pursuant to the exercise by the Underwriters of their over-allotment
option.

         On October 30, 1995, at a Special Meeting of the Shareholders, the
shareholders approved a one for four reverse stock split which reduced the
number of issued and outstanding shares of the Common Stock. This reverse split
did not affect the Company's retained deficit and the stockholders' equity
remained substantially unchanged. This action was deemed necessary by management
of the Company to remain in compliance with the minimum bid price requirement of
the National Association of Securities Dealers Automatic Quotation System
("Nasdaq") or the alternative net tangible assets requirement and for continued
listing of the Common Stock on Nasdaq. The reverse split reduced the number of
issued and outstanding shares of the Common Stock to approximately 2,037,000
(net of 57,250 treasury shares).

         In late 1995, the Company's business strategy changed from being a low
cost provider of a process to marketing the N-Viro Process, which produces an
"exceptional quality" sludge product, as defined in the 40 CFR part 503 Sludge
Regulations under the Clean Water Act of 1987 (the "part 503 Regs"), with
multiple commercial uses. In this strategy, the primary focus is to identify
allies, public and private, who will build and operate the N-Viro facility. To
date, the Company's revenues primarily have been derived from the licensing of
the N-Viro Process to treat and recycle wastewater sludges generated by
municipal wastewater treatment plants and from the sale to licensees of the
alkaline admixture used in the N-Viro Process. The Company has also operated
N-Viro facilities for third parties on a start-up basis and currently operates
one N-Viro facility on a contract management basis. There are currently over 80
wastewater treatment facilities throughout the world treating sludge using the
N-Viro Process. The Company estimates that these facilities are treating and
recycling sludge at an annualized rate of over 140,000 dry tons per year.

                                       2
<PAGE>   4


There are several licensees not currently operating, including both
international and domestic contractors or public generators, who are developing
or designing site-specific N-Viro facilities.

         Since 1995, the Company has marketed licenses for the use of the N-Viro
Process through its own sales and marketing force in the United States in all 50
states and the District of Columbia and internationally throughout the world. In
certain other parts of the world, the Company licenses the N-Viro Process
through agents (the "Agents"). Typically, the agreements with the Agents provide
for the Company to receive a portion of the up-front license fees and ongoing
royalty fees paid by the licensees and a portion of the proceeds from the
distribution and resale of alkaline admixture and the sale of N-Viro Soil(TM).
Agents have total responsibility and control over the marketing and contracts
for N-Viro technology subject only to license models or minimum agreements with
the Company. The sales representative network is the key component of the
Company's domestic sales strategy. The manufacturers representatives network was
started by the Company after acquiring eight of eleven domestic agents. These
representatives receive a commission on certain revenue.

         The Toledo, Ohio facility is managed by the Company through a "Contract
Management Agreement" with the City of Toledo. Revenue from the Toledo operation
accounts for about 38% of the Company's total revenue. The Company processes a
portion of Toledo's wastewater sludge and sells the N-Viro Soil product. This
contract with the City of Toledo was renewed in October, 1999, to extend through
the year 2004 with a renewable option for an additional five years through 2009.
Currently, the contract is in its thirteenth year of operation. The relationship
between the City of Toledo and the Company has been satisfactory.

THE N-VIRO PROCESS

         The N-Viro Process is a patented process for the treatment and
recycling of bio-organic wastes, utilizing certain alkaline by-products produced
by the cement, lime, electric utilities and other industries. To date, the
N-Viro Process has been commercially utilized for the recycling of wastewater
sludges from municipal wastewater treatment facilities. N-Viro Soil produced
according to N-Viro Process specifications is an "exceptional quality" sludge
product under the part 503 Regs.

         The N-Viro Process involves mixing the wastewater sludge with an
alkaline admixture and then subjecting the mixture to a controlled period of
storage, mechanical turning and accelerated drying in which a blending of the
sludge and the alkaline admixture occurs. The N-Viro Process stabilizes and
pasteurizes the wastewater sludge, reduces odors to acceptable levels,
neutralizes or immobilizes various toxic components and generates N-Viro Soil, a
product which has a granular appearance similar to soil and has multiple
commercial uses. These uses include agricultural lime, soil enrichment, top soil
blend, landfill cover and filter, and land reclamation.

         The alkaline admixture used in the N-Viro Process consists of
by-product dusts from cement or lime kilns, certain fly ashes and other products
of coal, coke or petroleum combustion and by-product dusts from sulfuric acid
"scrubbers" used in acid rain remediation systems and from fluidized bed coal
fired systems used in electric power generation. The particular admixture that
is used usually depends upon cost and availability in local markets. In certain
cases, commercial lime may also be added to the admixture.

         The Company is a distributor of alkaline admixture and is responsible
for quality control of the admixture. The Company also works with established
by-product marketers. The Company generally charges a mark-up over its cost for
alkaline admixture sold directly by the Company.

         N-Viro Soil is sold for agricultural use as a bio-organic and mineral
fertilizer with agricultural liming and nutrient values, as landfill cover
material, as a topsoil blending ingredient and for land reclamation projects.
The Company estimates that approximately five percent of the N-Viro Soil
produced is sold to landfills for cover material, small amounts are sold for
land reclamation and similar projects, and a substantial portion of the
remainder is sold for agricultural use or as a topsoil blend. Although the use
of N-Viro Soil is not subject to any federal regulations or restrictions, each
N-Viro facility is typically required to obtain a state and/or local permit for
the sale of N-Viro Soil. In addition, many states and/or local governments
require site-specific permits for the use of sludge products in bulk amounts.

                                       3
<PAGE>   5


RESEARCH AND DEVELOPMENT

         Research and development on the N-Viro Process is performed primarily
by BioCheck Laboratories, Inc. ("BioCheck"). In 2000 the Company spent
approximately $90,000 on continuous research on process improvements, and
considers its relationship with BioCheck to be satisfactory.

         In 2000 the Company expended approximately $545,000 on research and
patent development. Research and development on N-Viro Soil has been, to date,
performed primarily by BioCheck and Dr. Terry J. Logan. Research was conducted
by Dr. Logan and his staff at The Ohio State University pursuant to a research
arrangement with the Company. Through June 30, 1999, Dr. Logan acted as an
independent consultant to the Company on a part-time basis and was, and
continues to be, a director of the Company. Since July 1, 1999, Dr. Logan has
been employed with the Company as President and Chief Operating Officer.

         All participants on the Company's technology council, including Dr.
Logan and the officers of BioCheck have contracts with the Company, protecting
its rights.

         In addition, grants totaling approximately $500,000 were secured from
several sources for process and product research. The United States Department
of Agriculture (USDA) funded research on the use of bio-mineral and compost
technology to disinfect and immobilize nutrients and metals in animal manure.
This research was conducted at USDA's Agricultural Research Service (ARS)
laboratory at Beltsville, MD and at BioCheck Labs. The State of Maryland funded
a study, conducted with the University of Maryland, to utilize bio-mineral
treated poultry manure to reclaim acidic landfill cover. In 1999, two patents
were submitted to the U.S. Patent and Trademark Office and to the European
Patent Office for disinfection and for phosphorus and trace metal immobilization
in animal manure. In late 2000, the U.S. Patent and Trademark Office and to the
European Patent Office declared the manure disinfection technology to be
patentable and these patents have been applied for. They are expected to be
issued in 2001.

         The Company continues to investigate methods to shorten drying time,
substitute various other materials for use as alkaline admixture and improve the
quality and attractiveness of N-Viro Soil to a variety of end-users. Several new
developments are the subject of issued patents, including the use of carbon
dioxide in the N-Viro Process as a means to (i) reduce by-product carbon dioxide
emissions from industrial processes by fixating carbon dioxide in the N-Viro
Soil and (ii) improve the quality and value of N-Viro Soil. In addition, the
Company has developed a dryer system which will reduce processing time while
continuing to permit the survival of beneficial microflora. Licensees of the
Company began operating dryer facilities in Phillipsburg, New Jersey and
Leamington, Ontario Canada in 1995. A new facility in Sarnia, Ontario, Canada
came on line in March, 2001. The Company's "BioBlend", which uses N-Viro Soil as
a reagent to accelerate and deodorize yard waste composting, is being utilized
to produce a topsoil at the new Englewood, Ohio N-Viro facility.

         In 2000, the Department of Agriculture and Food Canada, filed Canadian
and U.S. patents on the use of N-Viro Soil to suppress soybean cyst nematode
(SCN), a soil pathogen which can severely reduce soybean yields and for which
there is no effective control. SCN damage is a widespread problem throughout
soybean growing areas. Research in Canada, and confirmed in Ohio, show that
there is potential for N-Viro Soil to increase soybean yields in areas with
heavy infestations of SCN. N-Viro is the exclusive licensee for the use patent
in the U.S. and internationally. In Canada, the license is held by N-Viro
Systems Canada, Inc.

ORGANIZATION

         Day-to-day operations, including management of the Toledo, Ohio
facility, and support functions, is directed by the Company's President and
Chief Operating Officer. Support functions include alkaline admixture
procurement and sales, product market development and sales, regulatory affairs,
and licensee support. Domestic sales and marketing and project development is
directed by the Company's Executive Vice-President who coordinates internal
staff, a network of manufacturers representatives, and consultants.
International sales and marketing, legal affairs and stockholder relations is
directed by the Company's Chief Executive Officer. The company's Chief Financial
Officer has responsibility for all finance and accounting functions and
reporting, filings with the Securities and Exchange Commission, and serves as
Secretary of the Board.

                                       4
<PAGE>   6


         Prior to late 1995, the marketing and distribution territories were
assigned specifically to divisions of the Company or to its Agents. The
following table sets forth the Agents of the Company and the territorial rights
of each Agent:

--------------------------------------------------------------------------------
                                   The Agents
================================================================================

<TABLE>
<CAPTION>
                  Agent                                                         Territory
-----------------------------------------------------         ------------------------------------------------------
<S>                                                           <C>
     N-Viro Systems Canada, Inc...............................Canada
     Nesher Israel Cement, Ltd................................Israel
     Bio-Recycle Pty. Ltd.....................................Australia, New Zealand and Singapore
</TABLE>

         In 1995, the Company sold the territorial rights of Europe, Africa and
the Middle East and granted an exclusive license for these territories to an
investor group headed by Mr. Robin Millard. This group acquired one of the
Company's wholly owned subsidiaries, N-Viro Worldwide Limited. In late 2000, an
agreement was reached for the Company to reacquire this territory and
corresponding Internet marketing capabilities from Mr. Millard in exchange with
the Company to dismiss its legal proceedings against Mr. Millard. See Item 3,
"Legal Proceedings" for further discussion.

         In January, 2000, the Company acquired the territorial rights from ISG
Resources, Inc. (parent company of N-Viro Resources, Inc.) for the states of
Colorado, Iowa, Kansas, Minnesota, Montana, Nebraska, North Dakota, South Dakota
and Wyoming. This territory was acquired by a termination of the existing agency
agreement and concurrently executing a Memorandum of Understanding to provide an
exclusive supply of alkaline materials to the Company, with a competitive market
cap on the cost.

         In their respective territories, the Agents market licenses for the
N-Viro Process, serve as distributors of alkaline admixture, oversee quality
control of the N-Viro Process and N-Viro Soil, enforce the terms of the license
agreements with licensees and market N-Viro Soil (or assist licensees in
marketing N-Viro Soil). In general, the Agents have paid one-time, up-front fees
to the Company for the rights to market or use the N-Viro Process in their
respective territories. Typically, the agreements with the Agents provide for
the Company to receive a portion of the up-front license fees and ongoing
royalty fees paid by the licensees and a portion of the proceeds from the
distribution and resale of alkaline admixture and the sale of N-Viro Soil.

INDUSTRY OVERVIEW

         Sludge Management Practices and the 40 CFR part 503 Sludge Regulations.
Historically, sludge management has involved either disposal, principally by
landfilling, incineration, ocean dumping and surface disposal, or land
application for beneficial use. On February 19, 1993, the EPA published the 40
CFR part 503 Sludge Regulations ("part 503 Regs") under the Clean Water Act of
1987 implementing the EPA's "exceptional quality" sludge program. The part 503
Regs establish sludge use and disposal standards applicable to approximately
35,000 publicly and privately-owned wastewater treatment plants in the United
States, including primary publicly-owned treatment works ("POTWs"), secondary
and advanced treatment POTWs, privately-owned treatment works, federally-owned
treatment works and domestic septage haulers. The EPA currently estimates that
the 13,000 to 15,000 POTWs generate 110 to 150 million wet metric tons of sewage
sludge per year. Under the part 503 Regs, sludge may be disposed of in municipal
solid waste landfills approved under Subtitle D of the Resource Conservation and
Recovery Act ("RCRA"), or may be surface disposed, incinerated or land applied
for beneficial use in accordance with the requirements established by the part
503 Regs.

         Disposal. Landfilling, incineration and ocean dumping have
traditionally provided inexpensive, reliable methods of sludge disposal. Ocean
dumping was banned in the United States in December 1992. Under the part 503
Regs, landfilling and incineration remain permissible sludge management
alternatives but have become subject to more stringent regulatory standards. The
vast majority of states have some site restrictions or other management
practices governing the disposal of sludge in landfills. Amendments to the Clean
Air Act governing incineration and disposal of residual ash also impose stricter
air emission standards for incineration in general, and the part 503 Regs impose
additional specific pollutant limits for sludges to be incinerated and for the
resulting air emissions.

                                       5
<PAGE>   7


         Surface disposal of sludge involves the placement of sludge on the land
at a dedicated site for disposal purposes. The part 503 Regs subject surface
disposal to increased regulation by requiring, among other things, run-off and
leachate collection systems, methane monitoring systems and monitoring of, and
limits on, pollutant levels. In addition, sludge placed in a surface disposal
site is required to meet certain standards with respect to pathogen levels
relating to coliform or salmonella bacteria counts ("Class B" pathogen levels),
levels of various pollutants, including metals, and elimination of
attractiveness to pests, such as insects and rodents.

         Land Application for Beneficial Use. Land application for beneficial
use involves the application of sludge or sludge-based products, for
non-disposal purposes, including agricultural, silvicultural and horticultural
uses and for land reclamation. Under the part 503 Regs, sludge products that
meet certain stringent standards with respect to pathogen levels relating to
coliform, salmonella, enteric viruses and viable helminth ova counts ("Class A"
pathogen levels), levels of various pollutants, including metals, and
elimination of attractiveness to pests, such as insects and rodents, are
considered by the EPA to be "exceptional quality" sludge products. The Class A
pathogen levels are significantly more stringent than the Class B pathogen
levels; for example, permitted Class B fecal coliform levels are 2,000 times
higher than their Class A counterparts.

         "Exceptional quality" sludge products are treated by the EPA as
fertilizer material, thereby exempting these products from federal restrictions
on their agricultural use or land application. N-Viro Soil that is produced
according to N-Viro Process specifications meets the pollutant concentration
limits and other standards set forth in the part 503 Regs and, therefore, is an
"exceptional quality" sludge product that exceeds the EPA's standards for
unrestricted agricultural use and land application. Lower quality sludges,
including sludge-based products that meet Class B pathogen levels and certain
pollutant control and pest attraction requirements, may also be applied to the
land for beneficial use but are subject to greater record keeping and reporting
requirements and restrictions governing, among other items, the type and
location of application, the volume of application and limits on cumulative
levels of metals. Sludges applied to the land for agricultural use must meet
Class B pathogen levels and, if applied in bulk, require an EPA permit.

COMPETITION

         The Company is in direct and indirect competition with other
businesses, including disposal and other wastewater sludge treatment businesses,
some of which are larger and more firmly established and may have greater
marketing and development budgets and capital resources than the Company. There
can be no assurance that the Company will be able to maintain a competitive
position in the sludge treatment industry.

         A 1988 EPA survey estimated that sludge generators in the United States
utilized landfilling, incineration, surface disposal and ocean dumping as sludge
management alternatives for approximately two-thirds of wastewater sludges
generated. Although ocean dumping was banned in December 1992, other methods of
sludge disposal remain permissible sludge management alternatives under the part
503 Regs, and in many instances will be less expensive than treatment methods,
including the N-Viro Process.

         Sludge treatment alternatives other than disposal include processes,
such as aerobic and anaerobic digestion and lime stabilization, that typically
produce lower quality sludge products, and other processes, such as
pelletization, composting, high heat lime sterilization and high heat en-vessel
lime pasteurization, that produce "exceptional quality" sludge products. Some of
these processes have established a significant market presence, and the Company
cannot predict whether any of such competing treatment processes will be more or
less successful than the N-Viro Process. In 2000, the primary competition to
N-Viro technology was the dumping of raw sewage sludge in landfills. While such
practices are prohibited in some states (e.g., North Carolina and New Jersey),
the practice is accepted by the USEPA.

ENVIRONMENTAL REGULATION

         Various environmental protection laws have been enacted and amended
during recent decades in response to public concern over the environment. The
Company's operations and those of its licensees are subject to these evolving
laws and the implementing regulations. The United States environmental laws
which the Company believes are, or may be, applicable to the N-Viro Process and
the land application of N-Viro Soil include Resource Conservation and Recovery
Act ("RCRA"), as amended by the Hazardous and Solid Waste Amendments of 1984
("HSWA"), the Federal Water Pollution Control Act of 1972 (the "Clean Water
Act"), the Clean Air Act of 1970, as

                                       6
<PAGE>   8



amended (the "Clean Air Act"), the Comprehensive Environmental Response,
Compensation, and Liability Act ("CERCLA"), the Pollution Prevention Act of 1990
and the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"). These laws
regulate the management and disposal of wastes, control the discharge of
pollutants into the air and water, provide for the investigation and remediation
of contaminated land and groundwater resources and establish a pollution
prevention program. Many of these laws have international counterparts,
particularly in Europe and elsewhere in North America. In addition, various
states have implemented environmental protection laws that are similar to the
applicable federal laws and, in addition, states may require, among other
things, permits to construct N-Viro facilities and to sell and/or use N-Viro
Soil. There can be no assurance that any such permits will be issued.

         The part 503 Regulations. Sewage sludge and the use and disposal
thereof is regulated under the Clean Water Act. On February 19, 1993, the EPA
published the part 503 Regulations under the Clean Water Act implementing the
EPA's "exceptional quality" sludge program. These regulations establish sludge
use and disposal standards applicable to approximately 35,000 wastewater
treatment plants in the United States, including approximately 12,750 publicly
owned treatment works ("POTWs"). Under the part 503 Regs, sludge products that
meet certain stringent standards are considered to be "exceptional quality"
sludge products and are not subject to any federal restrictions on agricultural
use or land application. N-Viro Soil produced according to N-Viro Process
specifications is an "exceptional quality" sludge product. Lower quality sludges
and sludge products are subject to federal restrictions governing, among other
items, the type and location of application, the volume of application and the
cumulative application levels for certain pollutants. Agricultural application
of these lower quality sludges in bulk amounts also requires an EPA permit.
Agricultural and land applications of all sludges and sludge products, including
N-Viro Soil and other "exceptional quality" sludge products, are typically
subject to state and local regulation and, in most cases, require a permit.

         In order to ensure compliance with the part 503 Regs, the Company
reviews the results of regular testing of sludges required by the EPA to be
conducted by wastewater treatment plants, and itself tests N-Viro Soil produced
at N-Viro facilities on a regular basis. In general, the Company does not
license or permit the ongoing use of the N-Viro Process to treat any sludge that
may not be processed into an "exceptional quality" sludge product. In one N-Viro
facility, however, the Company has permitted the use of the N-Viro Process to
produce a product that is not an "exceptional quality" sludge product due to the
high pollutant levels of the resulting product. This product is not considered
to be N-Viro Soil and is used solely for landfill cover at an adjacent landfill.
In addition, the Company has previously licensed for use at five treatment
facilities an earlier sludge treatment process that is designed to produce a
sludge product that meets only Class B pathogen levels, and therefore does not
produce an "exceptional quality" sludge product.

         Although N-Viro Soil exceeds the current federal standards imposed by
the EPA for unrestricted agricultural use and land application, state and local
authorities are authorized under the Clean Water Act to impose more stringent
requirements than those promulgated by the EPA. Most states require permits for
land application of sludge and sludge based products and several states, such as
Rhode Island, Massachusetts and New Jersey, currently have regulations that
impose more stringent numerical concentration limits for certain pollutants than
the federal rules.

         The Resource Conservation and Recovery Act. RCRA regulates all phases
of hazardous waste generation, management and disposal. A waste is subject to
regulation as a hazardous waste under RCRA if it is a solid waste specifically
listed as a hazardous waste by the EPA or exhibits a defined hazardous
characteristic. Although domestic sewage and mixtures of domestic sewage and
other wastes that pass through a sewer system to a POTW are specifically
exempted from the definition of solid waste, once treated by the POTW, the
sewage sludge is considered a solid waste. However, such sewage sludge is not
considered a hazardous waste unless it exhibits a hazardous characteristic.
While it is possible that sewage sludge could exhibit the toxicity
characteristic, the Company believes that regular tests for hazardous
constituent levels provide assurance that the sewage sludge used in the N-Viro
Process does not exhibit the toxicity characteristic. The alkaline admixtures
used in the N-Viro Process are specifically exempted from RCRA regulation by the
so-called "Bevill Amendments" to RCRA. Although the benefit of the exemption
provided by the "Bevill Amendments" can be lost if the alkaline admixture is
derived from or mixed with a hazardous waste, the Company has adopted and
implemented policies and operational controls, including review of operating
permits held by alkaline admixture suppliers and periodic testing of such
admixtures, to ensure that the alkaline admixtures used in the N-Viro Process by
itself and its licensees are not derived from or mixed with hazardous wastes.

                                       7
<PAGE>   9


         Although neither the alkaline admixture nor wastewater sludges used in
the N-Viro Process are regulated as hazardous waste under RCRA, states may
impose restrictions that are more stringent than federal regulations.
Accordingly, the raw materials used in the N-Viro Process may be regulated under
some state hazardous waste laws as "special wastes," in which case specific
storage and record keeping requirements may apply.

         The Clean Air Act. The Clean Air Act empowers the EPA to establish and
enforce ambient air quality standards and limits of emissions of pollutants from
specific facilities. The Clean Air Act Amendments of 1990 (the "Clean Air Act
Amendments") impose stringent requirements upon owners and operators of
facilities that discharge emissions into the air.

         Existing N-Viro facilities generally have installed "baghouse"
technology for alkaline admixture storage and handling operations in order to
collect airborne dust. At present, the Company does not believe that any N-Viro
facilities will be required to undertake any further measures in order to comply
with the Clean Air Act or the existing Clean Air Act Amendments. Ammonia odors
of varying strength typically result from sludge treatment processes, including
the N-Viro Process. A number of N-Viro facilities have installed ammonia
"scrubbers" to reduce ammonia odors produced to varying degrees by the N-Viro
Process. The installation of ammonia "scrubbers" is not required by the Clean
Air Act or the existing Clean Air Amendments. However, the Company or its
licensees may be required under the Occupational Safety and Health Act and state
laws regulating nuisances, odors and air toxic emissions to install odor control
technology to limit ammonia emissions and odors produced during the N-Viro
Process, particularly at N-Viro facilities located near populated residential
areas. The amount of ammonia gas produced is dependent upon the type of sludge
being treated and the amount and type of alkaline admixture being used.

         The Comprehensive Environmental Response, Compensation and Liability
Act of 1980. CERCLA imposes strict, joint and several liability upon owners and
operators of facilities where a release of hazardous substances has occurred,
upon parties who generated hazardous substances into the environment that were
released at such facilities and upon parties who arranged for the transportation
of hazardous substances to such facilities.

         The Company believes that the N-Viro Process poses little risk of
releasing hazardous substances into the environment that presently could result
in liability under CERCLA. Although the sewage sludge and alkaline waste
products could contain hazardous substances (as defined under CERCLA), the
Company has developed plans to manage the risk of CERCLA liability, including
training of operators, regular testing of the sludge and the alkaline admixture
to be used in the N-Viro Process and reviewing incineration and other permits
held by the entities from whom alkaline admixtures are obtained.

         Other Environmental Laws. The Pollution Prevention Act of 1990
establishes pollution prevention as a national objective, naming it a primary
goal wherever feasible. The act states that where pollution cannot be prevented,
materials should be recycled in an environmentally safe manner. The Company
believes that the N-Viro Process contributes to pollution prevention by
providing an alternative to disposal.

         The alkaline admixtures used in the N-Viro Process may be required to
be registered as pesticides under FIFRA because of their effect on pathogens in
sludge. The EPA does not currently regulate commercial lime or any alkaline
by-products under FIFRA and has not attempted to assert such jurisdiction to
date. In the event the alkaline by-products are required to be registered under
FIFRA, the Company would likely be required to submit certain data as part of
the registration process and might be subject to further federal regulation.

         State Regulations. State regulations typically require an N-Viro
facility to obtain a permit for the sale of N-Viro Soil for agricultural use,
and may require a site-specific permit by the user of N-Viro Soil. In addition,
in some jurisdictions, state and/or local authorities have imposed permit
requirements for, or have prohibited, the land application or agricultural use
of sludge products, including "exceptional quality" sludge products. There can
be no assurance that any such permits will be issued or that any further
attempts to require permits for, or to prohibit, the land application or
agricultural use of sludge products will not be successful.

         In addition, many states enforce landfilling restrictions for
non-hazardous sludge. These regulations typically require a permit to sell or
use sludge products as landfill cover material. There can be no assurance that
N-Viro facilities or landfill operators will be able to obtain required permits.

                                       8
<PAGE>   10


         Environmental impact studies may be required in connection with the
development of future N-Viro facilities. Such studies are generally time
consuming and may create delays in the construction process. In addition,
unfavorable conclusions reached in connection with such a study could result in
termination of, or expensive alterations to, the N-Viro facility being
developed.

EMPLOYEES

         As of December 31, 2000, the Company had 20 employees in the following
capacities: 9 engaged in sales and marketing; 5 in finance and administration;
and 6 in operations. The Company considers its relationships with its employees
to be satisfactory.

         The Company is a party to a collective bargaining agreement (the "Labor
Agreement") covering certain employees of National N-Viro Tech, Inc., a
wholly-owned subsidiary of the Company. The employees that are covered by the
Labor Agreement work at the Toledo, Ohio N-Viro facility which is operated by
the Company on a contract management basis for the City of Toledo. These
employees are members of the International Brotherhood of Teamsters, Chauffeurs,
Warehouseman and Helpers Local Union No. 20, and the Company considers its
relationships with the organization to be satisfactory. At present, the Labor
Agreement expires October 31, 2004.

N-VIRO FACILITIES

         To date, the Company principally has licensed the N-Viro Process to
municipalities for use in municipally-owned wastewater treatment plants. The
Company has also operated, generally on a start-up basis, N-Viro facilities for
municipalities and currently operates one municipally-owned N-Viro facility on a
contract management basis. In most cases, however, municipal licensees have
elected to design, construct and operate N-Viro facilities independently.

         As of December 31, 2000, there were more than 40 N-Viro facilities
operating throughout the world. The sludge processing capacity of these
facilities ranges from one to 160 dry tons per day. Based upon reports received
from N-Viro facilities, the Company estimates they are processing wastewater
sludge at an annualized rate of over 140,000 dry tons per year. The chart below
summarizes the current annualized sludge processing volume for each of the five
largest N-Viro facilities through December 31, 2000.

<TABLE>
<CAPTION>
                ------------------------------------------------------------------------------------
                            Facility Location                Approximate Sludge Processing Volume
                                                                        (dry tons/year)
                ------------------------------------------------------------------------------------
<S>                                                                         <C>
                Middlesex County, New Jersey                                53,400
                ....................................................................................
                Syracuse, New York                                          10,900
                ....................................................................................
                Phillipsburg, New Jersey                                    10,000
                ....................................................................................
                Wilmington, Delaware                                         9,100
                ....................................................................................
                Toledo, Ohio                                                 8,000
                ------------------------------------------------------------------------------------
</TABLE>

         All of the existing N-Viro facilities are owned and operated by third
parties, with the exception of the Toledo, Ohio facility which has been operated
by the Company on a contract management basis since January 1990.

         Design and construction of a facility using the N-Viro Process is
typically undertaken by local independent engineering and construction firms.
Such a facility can be completed in approximately six months, but could take
substantially longer, depending on the size and complexity of the facility. The
N-Viro Process produces ammonia in various concentrations, depending on the
characteristics of the sludge. A number of N-Viro facilities, typically those
located near residential areas, have installed odor control systems in order to
minimize the release of ammonia odors resulting from the N-Viro Process. An odor
control system can significantly increase construction time and cost.
Construction of N-Viro facilities generally requires state and local permits and
approvals and, in certain instances, may require an environmental impact study.

         The Company had previously licensed for use at five treatment
facilities an earlier sludge treatment process that is designed to produce a
sludge product that meets only Class B pathogen levels, and therefore does not
produce an "exceptional quality" sludge product under the part 503 Regs. Royalty
payments from sludge processed at the five facilities using such earlier
technology currently account for less than two percent of total royalty payments
to the Company and the Company does not actively market the use of this process.

                                       9
<PAGE>   11


SEGMENT INFORMATION

         EARNINGS VARIATION DUE TO BUSINESS CYCLES AND SEASONAL FACTORS. The
Company's operating results can experience quarterly or annual variations due to
business cycles, seasonality and other factors. The market price for its common
stock may decrease if its operating results do not meet the expectations of the
market.

         Currently, approximately 38% of the Company's revenue is from
management operations, 54% from other domestic operations, 6% from research and
development grants and the remaining 2% from foreign operations. Sales of the
N-Viro technology are affected by general fluctuations in the business cycles in
the United States and worldwide, instability of economic conditions (such as the
current conditions in the Asia Pacific region and Latin America) and interest
rates, as well as other factors. In addition, operating results of some of the
Company's business segments are influenced, along with other factors such as
interest rates, by particular business cycles and seasonality. See Notes to the
Financial Statements contained in Item 8 hereof.

         COMPETITION. The Company competes against companies in a highly
competitive market and has fewer resources than most of those companies. Its
business competes within and outside the United States principally on the basis
of the following factors:

<TABLE>
<CAPTION>
    -----------------------------------------------------------------------------------------------------------------
          SEGMENT         Management Operations     Other Domestic       Foreign Operations         Research &
                                                      Operations                                    Development
    -----------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                    <C>                     <C>
                                                                                                    Innovative
                                  Price                  Price                  Price              Technologies
                          ...........................................................................................
                                                                         Product quality and
                               Reliability            Reputation           specifications        Technical support
                          ...........................................................................................
       COMPETITIVE          Product quality and    Product quality and
        FACTORS               specifications         specifications          Custom design           Reputation
                          ...........................................................................................
                            Responsiveness to                            Equipment financing    Product quality and
                                customer           Technical support         assistance           specifications
                          ...........................................................................................
                            Technical support        Custom design        Technical support        Custom design
                          ...........................................................................................
                                                  Equipment financing                           Equipment financing
                               Reputation             assistance             Reputation             assistance
    -----------------------------------------------------------------------------------------------------------------
</TABLE>

         Competitive pressures, including those described above, and other
factors could cause the Company to lose market share or could result in
decreases in prices, either of which could have a material adverse effect on its
financial position and results of operations.

         RISKS OF DOING BUSINESS IN OTHER COUNTRIES. The Company conducts
business in markets outside the United States, and expects to continue to do so.
In addition to the risk of currency fluctuations, the risks associated with
conducting business outside the United States include: social, political and
economic instability; slower payment of invoices; underdeveloped infrastructure;
underdeveloped legal systems; and nationalization. The Company has not entered
into any currency swap agreements which may reduce these risks. The Company may
enter into such agreements in the future if it is deemed necessary to do so.

         Current economic conditions in the Asia Pacific region and Latin
America have affected the Company outlook for potential revenue there. The
Company cannot predict the full impact of this economic instability, but it
could have a material adverse effect on our revenues and profits.

ITEM 2.           PROPERTIES

         The Company's executive and administrative offices are located in
Toledo, Ohio, under a lease that expires on December 31, 2002. The Company
believes its relationship with its lessor is satisfactory.

         In early 1994 the Company purchased a site in Fort Meade, Florida to
develop a Company-owned N-Viro processing facility. Construction was started at
the site in late 1994 and the facility became operational in early 1995. In
December 1995, the Company entered into a Memorandum of Understanding with VFL
Technologies, Inc. to jointly own, through a limited partnership named Florida
N-Viro, LP ("Florida N-Viro"), the Fort Meade, Florida facility, beginning
January 1, 1996. Under this agreement, the Company would contribute the
property, plant

                                       10

<PAGE>   12

and equipment to Florida N-Viro in return for approximately $1,000,000.
Additionally, each partner would contribute $250,000 to Florida N-Viro for
working capital and property improvements. The employees of Fort Meade would
become employees of the new company, however, the purpose of this facility would
remain essentially unchanged.

         The agreement was amended in 1996 to provide that the Company would
receive $881,000 for the contribution of property, each partner would contribute
$250,000 for working capital, and the Company would receive a 47% interest (as
opposed to a 49% interest under the original agreement) in Florida N-Viro.

         On December 31, 1997, the members of Florida N-Viro Management, LLC,
the management company of the Florida entity, approved a Settlement Agreement
that amended certain provisions of existing documents involving the Company.
Among those approved was an increase in the Company's ownership percentage in
Florida N-Viro to 50%.

         In August 2000, a Memorandum of Understanding was entered into between
the Company and VFL, clarifying decisions, information and additional operating
requirements of Florida N-Viro. Later that month, the Company loaned Florida
N-Viro $120,000 cash to help meet operating expenses, and was issued a
Promissory Note. An additional $50,000 cash was loaned in November, 2000 under
similar circumstances, and a second Promissory Note was issued to the Company.
Both Notes are unsecured and are payable on demand, and both bear interest at
9.75%.

         In January 2001, a Special Meeting of the Board of Directors of Florida
N-Viro LLC was held. Among the decisions made were amendments to both the
Partnership Agreement and the Memorandum of Understanding entered into in
August, 2000. The aggregate ownership percentages in the Florida investment of
the Company and VFL were amended to 47.5% and 52.5%, respectively, effective
January 1, 2001. Also, a decision was made to relieve the requirement of the
Company from funding any additional losses of Florida N-Viro, provided the
Company loan an additional total of $180,000 between January and February, 2001,
to be evidenced by a third Promissory Note. The Note is unsecured, due on demand
and bears interest at a rate tied to a local Bank or the Applicable Federal
Rate, whichever is higher. All loans made by the Company to Florida N-Viro in
2000 and 2001, were made to equalize each partner's advances to the partnership,
required after additional monies were advanced by VFL during 2000.

         Because of the joint development of early N-Viro patents with the
Medical College of Ohio ("MCO"), in 1995 the Company and MCO agreed that the
rights of MCO to any intellectual property of value to the Company which
currently may be in development or patentable is equivalent to $51,900 for MCO's
portion of royalties through the year ending December 31, 2000. The Company and
MCO have also agreed that future claims to the N-Viro Soil process is only 1/4
of 1% of technical revenues. MCO rights to BioBlend and other new N-Viro
technologies range from 2% to 4% of technical revenues derived from these newer
technologies.

ITEM 3.           LEGAL PROCEEDINGS.

         On October 1, 1998, Hydropress Environmental Services, Inc.
("Hydropress") filed suit against the Company in the United States District
Court for the District of New Jersey captioned Hydropress Environmental
Services, Inc., v. N-Viro International Corp. (No. 98-4573). The suit sought a
declaratory judgment as to Hydropress' rights and duties related to certain
obligations pursuant to a license agreement and a prior settlement agreement
related to the license agreement. Hydropress filed the Complaint, but failed to
obtain service of process upon the Company.

         As of March 22, 1999, Hydropress and the Company entered into a
Settlement Agreement that provided, among other things, for the dismissal of the
suit; mutual limited releases; agreements as to past due amounts that Hydropress
owed the Company, as well as a basis for determining future amounts; and an
agreement that, for a period of eighteen (18) months from the date of the
settlement agreement, Hydropress would not sell any of the 66,250 shares of
Company stock, as adjusted, that it had been issued in connection with a prior
settlement agreement, and that Hydropress could thereafter sell no more than
10,000 shares of the Company's stock per month.

         On February 15, 2000, Hydropress and the Company modified the March,
1999 agreement by agreeing to allow Hydropress to sell shares of the Company's
stock before the eighteen-month period, in addition to increasing the maximum
amount of shares it could sell without approval from the Company in any one
month to 15,000 shares. In exchange, Hydropress released the Company from its
minimum price guarantee obligations under the March 22, 1999 Settlement
Agreement. The Company understands the letter agreement dated February 15, 2000
to excuse it entirely

                                       11
<PAGE>   13


from its obligation to guarantee Hydropress' receipt of proceeds of at least
$6.00 per share from the sale of the Company stock. This is consistent with the
position taken in the Company's public filings under and pursuant to the terms
of the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as well as the Company's audited financial statements.

         In late September of 2000, representatives of Hydropress informed the
Company that Hydropress maintains that the $6.00 per share guarantee of proceeds
in favor of Hydropress is still in effect. On November 28, 2000, the Company
brought suit in the United States District Court for the Northern District of
Ohio, Western Division (case number 3:00CV7733) (the "Ohio Action") against
Hydropress. The Complaint sought a declaratory judgment that the minimum price
guarantee was no longer in effect. At the time of filing the Complaint, the
value of the Company's guarantee, if it were still in effect at the time of the
Complaint, would have ranged between $238-$254,000.

         On December 1, 2000, Hydropress filed a Complaint against the Company
in the United States District Court for the District of New Jersey, Western
Division (case number 00-CV-5908) (the "New Jersey Action") also seeking a
declaratory judgment on the identical issue. Hydropress also filed a motion in
the Ohio Action asking the judge to dismiss the Ohio Action or transfer it to
New Jersey based on a forum selection clause in one of the contracts at issue.
The judge's ruling on the motion was that the company should file a similar
motion in New Jersey and allow the New Jersey judge to decide.

         The Company subsequently dismissed the Ohio Action without prejudice.
Thus, it will be litigating the case in New Jersey. The Company has filed a
counterclaim in the New Jersey Action seeking damages for royalties that
Hydropress owes the Company. There is some uncertainty in the amount of damages
owed because of the legal theories involved. The likely range is between
$120-$180,000.

         Hydropress, in turn, filed counterclaims in response to the Company's
counterclaims. Hydropress' first claim seeks damages based on an alleged
indemnification that the Company allegedly breached by not indemnifying
Hydropress for costs incurred in connection with Hydropress' releasing emissions
of volatile organic compounds in excess of permitted levels. Hydropress' second
claim is that the Company has wrongfully terminated Hydropress' February 28,
1994 Patent License Agreement. Hydropress alleges that it has incurred costs in
excess of two million dollars as a result of its emission problem but seeks
damages in an unspecified amount and a declaration that the Company is obligated
to continue indemnifying Hydropress in the matter. The Company intends to
vigorously contest Hydropress' claims.

         On February 25, 2000, the Company filed a Complaint for Patent
Infringement in the United States District Court for the Northern District of
Ohio against the City of Warren, Ohio. The Company believed that the City of
Warren had willfully and intentionally infringed patents the Company owns and
was seeking both equitable remedies in the form of an injunction and legal
remedies in the form of damages. On April 17, 2000, the City of Warren responded
by filing an Answer and Counterclaims against the Company. On September 14,
2000, the Company and the City of Warren settled the dispute, with the City of
Warren paying the Company the sum of $100,000. The successful conclusion of the
litigation with the City of Warren reinforces the Company's commitment to defend
its intellectual property.

         In July, 2000 the Company terminated the license of N-Viro Worldwide
Limited. On July 25, 2000, the Company filed suit against Robin Millard and R3
Management Limited ("R3M") in the United States District Court for the Northern
District of Ohio, Western Division. The suit sought damages for breach of
contract, breach of fiduciary duty and related torts based on intellectual
property developed by Mr. Millard that the company contends is owned by the
Company. The parties have subsequently resolved the suit, and are in the process
of drafting the final settlement agreements. The Company will become the direct
licensor on three licenses on which R3M's subsidiary, N-Viro Worldwide, is
currently the licensor. R3M will license the disputed technology to the Company.
The parties will reconcile amounts owed to each other and offset the debts owed
to each without any funds changing hands, other than a $5,000 lump-sum royalty
payment from the Company to R3M.

         In August, 2000, RDP Technologies, Inc. ("RDP") filed a Complaint
against the Company in the United States District Court for the District of
Delaware, alleging intentional interference with prospective business
relationships and common law unfair competition. In September, 2000, RDP filed
an Amended Complaint, adding a claim for a declaratory judgment of patent
noninfringement, invalidity and unenforceability with respect to two of the
Company's patents. The Company filed an Answer to Amended Complaint on January
5, 2001, and subsequently

                                       12
<PAGE>   14


filed a motion for summary judgment on each of RDP's claims. The Company is
currently awaiting the Delaware court's decision on that motion. The Company
believes that the claims made by RDP in its Amended Complaint are without merit
and the Company is and will continue to vigorously defend itself in this matter.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


                                       13
<PAGE>   15


                                     PART II

ITEM 5.           MARKET FOR REGISTRANT'S COMMON EQUITY
                           AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

         The Company's Common Stock is listed in the Nasdaq Small Cap Market
under the symbol "NVIC". The price range of the Common Stock in the Market since
January 1, 1999, was as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                     Quarter                                  High                      Low
-------------------------------------------------------------------------------------------------------
<S>                                                        <C>                        <C>
First 1999                                                 2 & 11/16                  1 & 3/16
 .......................................................................................................
Second 1999                                                 2 & 3/4                      2
 .......................................................................................................
Third 1999                                                  2 & 9/16                  1 & 3/4
 .......................................................................................................
Fourth 1999                                                    2                      1 & 1/4
 .......................................................................................................
First 2000                                                  5 & 3/4                  1 & 21/32
 .......................................................................................................
Second 2000                                                 5 & 1/4                  2 & 15/16
 .......................................................................................................
Third 2000                                                 3 & 15/16                  2 & 9/16
 .......................................................................................................
Fourth 2000                                                    3                      1 & 3/8
-------------------------------------------------------------------------------------------------------
</TABLE>

The Company's stock price closed at $2.375 per share on March 23, 2001.

HOLDERS

         As of March 23, 2001, the number of holders of record of the Company's
Common Stock was approximately 1,420.

DIVIDENDS

         The Company has never paid dividends with respect to its Common Stock.

UNREGISTERED SALES OF SECURITIES

         None.

ITEM 6.           SELECTED FINANCIAL DATA

         The Company was incorporated in April 1993. In September 1993, an
agreement was entered into pursuant to which N-Viro Energy Systems, Ltd., an
Ohio limited partnership contributed to the Company all of its assets (except
certain marketable securities and accounts receivable from certain related
parties) subject to all liabilities (except certain retained liabilities), and
the stockholders of the Combined Agents contributed to the Company all of the
outstanding capital stock of each of such entities, in each case in exchange for
Common Stock and promissory notes (the "Organization"). The Organization was
accounted for as if the Partnership and the Combined Agents (collectively, the
"Company Entities") had always been members of the same operating group.
Accordingly, historical financial statements of each of such entities have been
combined throughout all relevant periods herein. Certain adjustments have been
made to eliminate intercompany transactions between the Company Entities.

         The following selected consolidated statement of operations data for
the years ended December 31, 1996, 1997, 1998, 1999 and 2000; and the
consolidated balance sheet data set forth below as of December 31, 1996, 1997,
1998, 1999 and 2000 respectively, have been derived from the financial
statements of the Company which have been audited by McGladrey & Pullen, LLP,
independent auditors for the years ending December 31, 1996, 1997 and 1998, and
Hausser + Taylor, LLP, independent auditors for the year ended December 31, 1999
and 2000. In the opinion of management, the financial data presented below
reflect all adjustments (which are of a normal recurring nature)

                                       14

<PAGE>   16

necessary to present fairly the Company's financial position and results of
operations. The data presented below should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Financial Statements and Supplementary Data appearing
elsewhere in this Form 10-K.

STATEMENT OF OPERATIONS DATA (IN THOUSANDS, EXCEPT PER SHARE DATA):

<TABLE>
<CAPTION>
                                      ------------ ------------ ------------ ------------ -------------
                                        12/31/00     12/31/99     12/31/98     12/31/97      12/31/96
                                      ------------ ------------ ------------ ------------ -------------
<S>                                      <C>          <C>          <C>          <C>           <C>
Revenues                                 $4,166       $4,749       $3,929       $4,053        $3,624
 .......................................................................................................
Net income (loss)                          (845)         471         (373)         534          (193)
 .......................................................................................................
Net income (loss) per share              $(0.32)      $ 0.18       $(0.15)      $ 0.23        $(0.09)
 .......................................................................................................
</TABLE>


BALANCE SHEET DATA (IN THOUSANDS):

<TABLE>
<CAPTION>
                                     ------------ ------------ ------------- ------------ ------------
                                       12/31/00     12/31/99      12/31/98     12/31/97     12/31/96
                                     ------------ ------------ ------------- ------------ ------------
<S>                                      <C>          <C>          <C>          <C>           <C>
Total assets                             $4,752       $4,772       $3,783       $4,423        $4,167
 .......................................................................................................
Notes payable                            $  649       $  352       $  161       $  278        $1,188
 .......................................................................................................
Shareholder Advance                      $   22       $   49       $   47       $  n/a        $  197
 .......................................................................................................
</TABLE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

GENERAL

         The following discussion should be read in conjunction with "Selected
Financial Data" and the Financial Statements and Supplementary Data appearing
elsewhere in this Form 10-K.

         The following table sets forth, as a percentage of total revenues for
the periods presented, revenues related to each of (i) technology fees, (ii)
facility management, (iii) products and services:

<TABLE>
<CAPTION>
                                                                 FOR THE YEAR ENDED DECEMBER 31,
                                                    ------------------ ------------------ -------------------
                                                          2000               1999                1998
 ....................................................------------------ ------------------ -------------------
<S>                                                        <C>                <C>                <C>
Technology fees                                            24.0%              36.7%              29.3%
 ...................................................................... .................. ...................
Facility management                                        36.5%              33.8%              36.0%
 ...................................................................... .................. ...................
Products and services                                      39.5%              29.5%              34.7%
 ....................................................------------------ ------------------ -------------------
                                            Totals        100.0%             100.0%             100.0%
                                                    ------------------ ------------------ -------------------
</TABLE>

Technology fee revenues consist of: royalty revenue, which represent ongoing
amounts received from licensees for continued use of the N-Viro Process and are
typically based on volumes of sludge processed; license and territory fees,
which represent non-recurring payments for the right to use the N-Viro Process
in a specified geographic area or at a particular N-Viro facility; research &
development revenue, which represent payments from federal and state agencies
awarded to the Company to fund ongoing site-specific research utilizing the
N-Viro technology.

Facility management revenues are recognized under contracts where the Company
itself utilizes the N-Viro Process to treat sludge, pursuant to a fixed price
contract.

Product and service revenues consist of: alkaline admixture revenue, which
represent ongoing payments from licensees arising from the sale and distribution
of alkaline admixture by the Company and the Agents to N-Viro facilities; N-Viro
Soil sales, which represent either revenue received from sales of N-Viro Soil
sold by N-Viro facilities, or through sales of N-Viro Soil sold directly by the
Company; commissions earned on sales of equipment to an N-Viro facility; rental
of equipment to a licensee or agent; testing income, which represent fees
charged for the periodic quality control of the N-Viro Soil produced.

The Company's policy is to record fully revenues payable pursuant to agency and
license agreements when the Company has fulfilled its obligations under the
relevant contract, except when the license agreement pertains to a foreign
contract. In this case revenue is recorded when cash is received and when the
Company has fulfilled its obligations under the relevant contract.


                                       15
<PAGE>   17

RESULTS OF OPERATIONS

         The following tables set forth, for the periods presented, (i) certain
items in the Combined Statement of Operations, (ii) the percentage change of
each such item from period to period and (iii) each such item as a percentage of
total revenues in each period presented.

<TABLE>
<CAPTION>
                                       --------------- ------------- --------------- ------------- ---------------
       (Dollars in thousands)            Year Ended     Period to      Year Ended     Period to      Year Ended
                                        December 31,      Period      December 31,      Period      December 31,
                                            2000        Percentage        1999        Percentage        1998
                                                          Change                        Change
                                       --------------- ------------- --------------- ------------- ---------------
COMBINED STATEMENT OF
    OPERATIONS DATA:

<S>                                         <C>             <C>             <C>             <C>          <C>
Revenues                                    $   4,166       (12.3%)         $ 4,750         20.9%        $  3,929

Cost of revenues                                2,437         8.6%            2,245         19.2%           1,883
                                       ---------------               ---------------               ---------------

Gross profit                                    1,729       (31.0%)           2,505         22.4%           2,046

Operating expenses                              2,408        21.8%            1,977        (17.7%)          2,386
                                       ---------------               ---------------               ---------------

Operating income (loss)                          (679)      *                   528       *                  (340)

Non-operating income (expense)                    146       *                   (57)      *                   (33)
                                       ---------------               ---------------               ---------------

Income (loss) before income tax
expense                                          (533)      *                   471       *                  (373)
Federal and state income tax expense              312       *                     0       *                     0
                                       ---------------               ---------------               ---------------

Net income (loss)                           $    (845)      *               $   471       *              $   (373)
                                       ===============               ===============               ===============


PERCENTAGE OF REVENUES:

Revenues                                        100.0%                        100.0%                        100.0%

Cost of revenues                                 58.5                          47.3                          47.9
                                       ---------------               ---------------               ---------------

Gross profit                                     41.5                          52.7                          52.1

Operating expenses                               57.8                          41.6                          60.7
                                       ---------------               ---------------               ---------------

Operating income (loss)                         (16.3)                         11.1                          (8.6)

Non-operating income (expense)                    3.5                          (1.2)                         (0.9)
                                       ---------------               ---------------               ---------------

Income (loss) before income tax
expense                                         (12.8)                          9.9                          (9.5)
Federal and state income tax expense              7.5                           0.0                           0.0
                                       ---------------               ---------------               ---------------

Net income (loss)                               (20.3%)                         9.9%                         (9.5%)
                                       ===============               ===============               ===============
</TABLE>


* Period to period percentage change comparisons have only been calculated for
positive numbers.


                                       16
<PAGE>   18

COMPARISON OF YEAR ENDED DECEMBER 31, 2000 WITH YEAR ENDED DECEMBER 31, 1999

         Revenues decreased $583,000, or 12%, to $4,166,000 for the year ended
December 31, 2000 from $4,749,000 for the year ended December 31, 1999. The
decrease in revenue was due to the following: revenues from one-time domestic
license or international territory fees decreased $523,000, to $236,000 for 2000
from $759,000 for 1999; revenues from existing on-line facilities decreased
$60,000 to $3,930,000 from $3,990,000 for 1999, primarily from a decrease in
royalties of $149,000, a decrease in management fee operations of $85,000 and a
decrease in revenue from research + development projects of $75,000, offset by
an increase in alkaline admixture revenue of $299,000. In 2000 the Company
recorded approximately $25,000 in gross royalty revenue from its former European
licensee, N-Viro Worldwide, Ltd., a decrease of $75,000 from 1999.

         Gross Profit decreased $776,000, or 31%, to $1,729,000 for the year
ended December 31, 2000 from $2,505,000 for the year ended December 31, 1999.
The decrease in gross profit was primarily due to the decrease in revenues from
one-time domestic license or international territory fees, and royalty fee
revenue. This revenue has a higher gross profit associated with them than other
types of revenue. The Company's largest percentage increase in revenue in 2000
was from the sale of alkaline admixture, which traditionally has a lower gross
profit margin than the Company's overall margin. The overall gross profit margin
decreased to 42% in 2000 from 53% for 1999. This decrease in gross profit margin
was primarily due to the decrease in one-time fees and royalty fee revenue, and
furthered by the increase in alkaline admixture revenue, which are at higher and
lower gross profit margins, respectively. The gross profit margin from existing
on-line facilities decreased to 39% from 46% for 1999, primarily from the
aforementioned increase in alkaline admixture revenue.

         Operating expenses increased $432,000, or 22% to $2,408,000 for the
year ended December 31, 2000 from $1,976,000 for the year ended December 31,
1999. The Company increased expenditures for salaries and employee benefits by
$141,000, the net cost (after a $100,000 settlement recovery) of patent
litigation initiated in 1999 by $123,000, legal and other professional fees by
approximately $120,000, research & development by approximately $41,000 and
sales, promotion, administrative overhead and outside consultants by a combined
total of $7,000. The Company anticipates its increase in operating expense in
2000 will translate into increased sales of the N-Viro technology in the near
future.

         Nonoperating income (expense) increased by $215,000 to income of
$146,000 for the year ended December 31, 2000 from an expense of $69,000 for the
year ended December 31, 1999. The increase was primarily due to the recovery of
$275,000 of a bad debt previously written off, and an increase in the loss in
the equity of a joint venture from a loss of $69,000 in 1999 to a loss of
$129,000 in 2000. The bad debt previously written off was a note receivable from
a Canadian licensee, which was fully reserved for in allowance for bad debts.
See the discussion below of the investment in the Ft. Meade, Florida operation.

         In 1997, the Company recorded a deferred tax asset and a corresponding
income tax benefit of $312,000 to recognize the benefit of $800,000 in loss
carryforwards expected to be realized. The Company believed that sufficient
taxable income would be generated in the near term, as the Company had changed
its strategic focus to its profitable core business. Based on the results of the
Company's 2000 operating performance, the Company believes that the recording of
a deferred tax asset for the tax benefit of its net operating loss carryforward
is no longer appropriate. As a result, in 2000, the Company has provided an
additional valuation allowance against the tax benefit associated with the net
operating loss and recognized expense of $312,000 to reduce the recorded tax
benefit of the net operating loss carryforwards to $-0-.

         The Company recorded a net loss of $845,000 for the year ended December
31, 2000 compared to net income of $471,000 for the year ended December 31,
1999.

         In early 1996 the Company completed the transfer of its interest in the
Fort Meade, Florida facility. The Company incurred a loss of approximately
$129,000 on its share of Florida N-Viro, LLP in 2000, an increased loss of
$60,000 from 1999. The Company anticipates this operation to continue to be
unprofitable in 2001, but has taken steps to minimize the impact of Florida
N-Viro on its net profit and cash flow. The audited financial statements of
Florida N-Viro are included in this document after the Company's financial
statements as Item 14(d), Financial Statements of Subsidiaries not Consolidated.


                                       17
<PAGE>   19

COMPARISON OF YEAR ENDED DECEMBER 31, 1999 WITH YEAR ENDED DECEMBER 31, 1998

         Revenues increased $820,000, or 21%, to $4,749,000 for the year ended
December 31, 1999 and $3,929,000 for the year ended December 31, 1998. The
increase in revenue was due to the following: revenues from one-time domestic
license or international territory fees increased $326,000, to $759,000 for 1999
from $433,000 for 1998; revenues from existing on-line facilities increased
$494,000 to $3,990,000 from $3,496,000 for 1998, primarily from an increase in
management fee operations of $190,000 and an increase in revenue from research +
development projects of $250,000. In 1999 the Company recorded approximately
$100,000 in gross royalty revenue from our European licensee, N-Viro Worldwide.

         Gross Profit increased $459,000, or 22%, to $2,505,000 for the year
ended December 31, 1999 from $2,046,000 for the year ended December 31, 1998.
The increase in gross profit was primarily due to the increase in revenues from
one-time domestic license or international territory fees. This revenue has a
higher gross profit associated with them than other types of revenue. The
overall gross profit margin increased slightly to 53% in 1999 from 52% for 1998.
This increase in gross profit margin was primarily due to the increase in
one-time fees, offset by the increase in management fee revenue which are at a
lower gross profit margin. The gross profit margin from existing on-line
facilities decreased slightly to 46% from 47% for 1998.

         Operating expenses decreased $410,000, or 17% to $1,976,000 for the
year ended December 31, 1999 from $2,386,000 for the year ended December 31,
1998. The Company increased expenditures for salaries and employee benefits by
$71,000, but decreased outlays for sales, promotion, administrative overhead and
outside consultants expense totaling $235,000. Legal and other professional fees
also decreased by approximately $100,000. Operating expenses were further
reduced by a decrease in bad debt write-offs of $76,000. Finally, the Company
had recognized a non-recurring expense of $73,000 in 1998 for the prior-year
acquisition of its Eastern U.S. agency. The Company does not believe its
decrease in operating expenses in 1999 will impede future sales of the N-Viro
technology.

         Nonoperating income (expense) increased by $24,000 to an expense of
$57,000 for the year ended December 31, 1999 from an expense of $33,000 for the
year ended December 31, 1998. The increase was primarily due to interest income
(expense), net decreasing by approximately $20,000 due to the increase in the
level of outstanding draws on the working capital line of credit and a decrease
in interest income on an investment. The loss in the equity of joint venture
increased by approximately $4,000 to a loss of $69,000 in 1999. See the
discussion below of the investment in the Ft. Meade, Florida operation.

         The Company recorded a deferred tax asset (credit) of $312,000 in 1997,
to recognize the future tax benefit of a federal net operating loss carryforward
to offset anticipated net income for years starting in 1998. The effective tax
rate used was 39%. Realization of the asset is dependent on generating
sufficient taxable income prior to expiration of the loss carryforward. Although
realization is not assured, management believed it was more likely than not that
all of the recorded deferred tax asset will be realized. There was no additional
income or expense recorded in 1999; however, the amount of the deferred tax
asset considered realizable could be reduced in the near term if estimates of
future taxable income during the carryforward period are reduced.

         The Company recorded net income of $471,000 for the year ended December
31, 1999 compared to a net loss of $373,000 for the year ended December 31,
1998.

         In early 1996 the Company completed the transfer of its interest in the
Fort Meade, Florida facility. The Company incurred a loss of approximately
$69,000 on its share of Florida N-Viro LLP in 1999, an increased loss of $4,000
from 1998. The audited financial statements of Florida N-Viro are included in
this document after the Company's financial statements as Item 14(d), Financial
Statements of Subsidiaries not Consolidated.



                                       18
<PAGE>   20

LIQUIDITY AND CAPITAL RESOURCES

         The Company had working capital of $311,000 at December 31, 2000
compared to $1,090,000 at December 31, 1999, a decrease of $779,000. Current
assets at December 31, 2000 included cash and investments of $548,000 (including
restricted cash of $417,666), which is a decrease of about $7,000 from December
31, 1999. The decrease in working capital was principally due to the operating
loss for the year.

         In 2000 the Company's operating cash flow reverted to negative towards
the end of the fiscal year, and the Company was not as timely as it had been
previously in its payments to unsecured trade vendors. No unusual cash
transactions were recorded in 2000.

         In 1997 the Company obtained a working capital line of credit of
$200,000 and in the third quarter of 1998 the line was increased to $500,000.
This debt was collateralized by a certificate of deposit with the lender,
accounts receivable, inventories and equipment, assignment of the Contract
between the City of Toledo and the Company, is due on demand, and, the Company
must maintain certain financial covenants. In April 2000, the Company renewed
its agreement for a line of credit of $1 million (an increase of $500,000 from
$500,000 as of December 31, 1999), secured by a certificate of deposit with the
lender of $400,000, with all other terms similar as agreed to in 1998.
Borrowings up to $400,000 (up from $250,000 as of December 31, 1999) bear
interest at prime minus .5%, and borrowings above $400,000 (up from $250,000 as
of December 31, 1999) bear interest at prime plus 1%. The Company is in
violation of financial convenants contained in the agreement, concerning the
maintenance of positive net income for the fiscal year and minimum tangible net
worth. The Company's bank waived these violations in light of the Company's net
loss for the year ended December 31, 2000. The balance owed on the
line-of-credit at December 31, 2000 was $300,000.

         The normal collection terms for accounts receivable are approximately
60 days for a majority of the customers. This is a result of the nature of the
license contracts, type of customer and the amount of time required to obtain
the information to prepare the billing.

         The Company believes that its working capital, together with the line
of credit, will provide sufficient cash to meet the Company's cash requirements
through 2001.

         As a result of the current market development and also due to a
significant increase in public and private interest in the safe and responsible
management of animal manure, a 1.5 billion ton market vs. a 40 million ton
sewage sludge market in the USA, the Company is optimistic for 2001 and beyond,
and anticipates that it will continue to see an increase in the sale and use of
N-Viro technology. Moreover, public recognition (e.g., President's Commission on
Food Safety) of the dangers of farm-derived pathogens in our food and water
supply, and awareness of the highly negative impact of currently acceptable
organic disposal practices on the ozone and global warming crisis, is creating
renewed awareness of the long term ecological sustainability of N-Viro type
concepts.

         The Company cautions that words used in this document such as
"expects," "anticipates," "believes," "may," and "optimistic," as well as
similar words and expressions used herein, identify and refer to statements
describing events that may or may not occur in the future. These forward-looking
statements and the matters to which they refer are subject to considerable
uncertainty that may cause actual results to be materially different from those
described herein. Some, but not all, of the factors that could cause actual
results to be different than those anticipated or predicted by the Company
include: (i) a deterioration in economic conditions in general; (ii) a decrease
in demand for the Company's products or services in particular; (iii) the
Company's loss of a key employee or employees; (iv) regulatory changes,
including changes in environmental regulations, that may have an adverse affect
on the demand for the Company's products or services; (v) increases in the
Company's operating expenses resulting from increased costs of labor and/or
consulting services; and (vi) a failure to collect upon or otherwise secure the
benefits of existing contractual commitments with third parties, including
customers of the Company.

INFLATION

         The Company believes that inflation has not had a material impact to
date on the Company's operations.



                                       19
<PAGE>   21


ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES
                           ABOUT MARKET RISK

         As of December 31, 2000, the Company held $400,000 in a certificate of
deposit with its bank. Market risk is considered to be low, with the potential
for loss of earnings, value or other changes in interest rates to be immaterial
to the Company.


                                       20
<PAGE>   22

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                    <C>
REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS ON THE
    FINANCIAL STATEMENTS                                                                                 F-3 - F-4

FINANCIAL STATEMENTS
    Consolidated balance sheets                                                                          F-5 - F-6
    Consolidated statements of operations                                                                      F-7
    Consolidated statements of stockholders' equity                                                            F-8
    Consolidated statements of cash flows                                                                      F-9
    Notes to consolidated financial statements                                                         F-10 - F-25

REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS ON
    ACCOMPANYING INFORMATION                                                                           F-26 - F-27

ACCOMPANYING INFORMATION
    Schedule II - valuation and qualifying accounts and reserves                                              F-28
</TABLE>


                                       21
<PAGE>   23



                    Report of Independent Public Accountants
                    ----------------------------------------

To the Board of Directors
N-Viro International Corporation
Toledo, Ohio

        We have audited the accompanying consolidated balance sheets of N-Viro
International Corporation and subsidiaries as of December 31, 2000 and 1999, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

        We did not audit the 2000 or 1999 financial statements of Florida
N-Viro, L.P., a limited partnership, the investment in which is reflected in the
accompanying financial statements using the equity method of accounting. The
investment in this partnership represents 14% and 17% of total assets as of
December 31, 2000 and 1999 and the net loss of this partnership represents an
18% increase in the net loss of the Company for the year ended December 31,
2000, and a 13% reduction of the net income (before such net loss) of the
Company for the year ended December 31, 1999. The financial statements of this
partnership were audited by other auditors, whose report has been furnished to
us, and our opinion, insofar as it relates to amounts and information relating
to this partnership, is based solely on the reports of the other auditors.

        We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

        In our opinion, based on our audits and the reports of other auditors,
the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of N-Viro International
Corporation and subsidiaries as of December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States.

                                         /s/   HAUSSER + TAYLOR LLP



Cleveland, Ohio
March 16, 2001


                                      F-3
<PAGE>   24






                    Report of Independent Public Accountants
                    ----------------------------------------

To the Board of Directors
N-Viro International Corporation
Toledo, Ohio

        We have audited the accompanying consolidated statements of operations,
stockholders' equity and cash flows of N-Viro International Corporation for the
year ended December 31, 1998. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

        We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects the results of operations and cash
flows of N-Viro International Corporation for the year ended December 31, 1998,
in conformity with generally accepted accounting principles.

                                             /s/ McGladrey & Pullen, LLP


Elkhart, Indiana
March 5, 1999

                                      F-4

<PAGE>   25


                        N-VIRO INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                     2000                    1999
                                                            -----------------------------------------------
<S>                                                                <C>                     <C>
ASSETS
CURRENT ASSETS Cash and cash equivalents:
       Unrestricted                                                $       128,485           $     552,846
       Restricted                                                          417,666                       -
   Securities available-for-sale                                             1,401                   1,401
   Receivables:
       Trade, net of allowance of $144,564 in 2000 and
              $128,600 in 1999                                           1,500,514               1,302,036
       Notes and other, net of allowance of $-0- in 2000
              and $330,980 in 1999                                          22,540                 258,590
       Related parties                                                      21,912                  48,599
   Prepaid expenses and other assets                                        83,569                  72,260
                                                            -----------------------------------------------
              Total current assets                                       2,176,087               2,235,732

PROPERTY AND EQUIPMENT                                                     581,196                 596,060

INVESTMENT IN FLORIDA N-VIRO, L.P.                                         661,966                 790,667

DEFERRED TAX ASSETS                                                              -                 312,000

INTANGIBLE AND OTHER ASSETS                                              1,332,728                 837,414
                                                            -----------------------------------------------

                                                                   $     4,751,977           $   4,771,873
                                                            ===============================================
</TABLE>


   The accompanying notes are an integral part of these financial statements.



                                      F-5
<PAGE>   26


                        N-VIRO INTERNATIONAL CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                           December 31, 2000 and 1999

<TABLE>
<CAPTION>
                                                                     2000                    1999
                                                            -----------------------------------------------
<S>                                                                <C>                      <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
      Current maturities of long-term debt                           $     119,992           $     111,856
      Line-of-credit                                                       300,000                       -
      Accounts payable                                                   1,085,872                 707,324
      Accrued liabilities                                                  359,672                 326,740
                                                            -----------------------------------------------
              Total current liabilities                                  1,865,536               1,145,920

LONG-TERM DEBT, LESS CURRENT MATURITIES                                    228,738                 240,379

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Common stock, $.01 par value
       Authorized - 7,000,000 shares
       Issued - 2000 - 2,700,933 shares; 1999 - 2,688,133
            shares                                                          27,010                  26,882
     Additional paid-in capital                                         13,498,602              13,382,093
     Retained earnings (deficit)                                       (10,249,932)             (9,405,424)
                                                            -----------------------------------------------
                                                                         3,275,680               4,003,551

         Less treasury stock, at cost, 57,250 shares in
               2000 and 1999                                               617,977                 617,977
                                                            -----------------------------------------------
              Total stockholders' equity                                 2,657,703               3,385,574
                                                            -----------------------------------------------

                                                                     $   4,751,977           $   4,771,873
                                                            ===============================================
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                      F-6
<PAGE>   27

                        N-VIRO INTERNATIONAL CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                  Years Ended December 31, 2000, 1999, and 1998



<TABLE>
<CAPTION>
                                                                 2000            1999            1998
                                                            ------------------------------------------------

<S>                                                            <C>             <C>             <C>
REVENUES                                                       $  4,166,435    $  4,749,427    $  3,929,317

COST OF REVENUES                                                  2,436,942       2,244,540       1,883,529
                                                            ------------------------------------------------

GROSS PROFIT                                                      1,729,493       2,504,887       2,045,788

OPERATING EXPENSES
   Selling, general and administrative                            2,183,896       1,916,009       2,327,575
   Patent litigation expense                                        135,272          12,145               -
   Research and development                                          89,082          48,298          58,478
                                                            ------------------------------------------------
                                                                  2,408,250       1,976,452       2,386,053
                                                            ------------------------------------------------

OPERATING INCOME (LOSS)                                            (678,757)        528,435        (340,265)

NONOPERATING INCOME (EXPENSE)
   Interest income (expense), net                                       (50)         12,283          32,372
   Recovery of bad debt allowance                                   275,000               -               -
   Equity in losses of joint venture                               (128,701)        (69,344)        (65,110)
                                                            ------------------------------------------------
                                                                    146,249        (57,061)         (32,738)
                                                            ------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES                                  (532,508)        471,374        (373,003)
   Federal and state income tax expense                             312,000               -               -
                                                            ------------------------------------------------

NET INCOME (LOSS)                                              $   (844,508)   $    471,374    $   (373,003)
                                                            ================================================


Basic and diluted earnings (loss) per share                    $      (0.32)   $       0.18    $      (0.15)
                                                            ================================================

Weighted average common shares outstanding                        2,635,475       2,563,121       2,463,667
                                                            ================================================
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                      F-7
<PAGE>   28

                        N-VIRO INTERNATIONAL CORPORATION

                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

                  Years Ended December 31, 2000, 1999 and 1998


<TABLE>
<CAPTION>
                                                            Additional      Retained
                                               Common        Paid-in        Earnings       Treasury
                                                Stock        Capital        (Deficit)       Stock         Total
                                            -------------------------------------------------------------------------

<S>                                                <C>        <C>            <C>           <C>             <C>
BALANCE - DECEMBER 31, 1997                        27,558     13,359,552     (9,503,795)   (1,117,977)     2,765,338
   Net loss                                             -              -       (373,003)            -       (373,003)
   Issuance of common stock for
       fees and services                              740        217,031              -             -        217,771
   Other                                                -         55,842              -             -         55,842
                                           --------------------------------------------------------------------------

BALANCE - DECEMBER 31, 1998                        28,298     13,632,425     (9,876,798)   (1,117,977)     2,665,948
   Net income                                           -              -        471,374             -        471,374
   Issuance of common stock for
       fees and services                               84         11,766              -             -         11,850
   Sale of common stock, net of
       expenses of $1,288                           1,000        197,712              -             -        198,712
   Retirement of treasury stock                    (2,500)      (497,500)             -       500,000              -
   Other                                                -         37,690              -             -         37,690
                                           --------------------------------------------------------------------------

BALANCE - DECEMBER 31, 1999                        26,882     13,382,093     (9,405,424)     (617,977)     3,385,574
   Net loss                                             -              -       (844,508)            -       (844,508)
   Exercise of qualified stock options                 24          3,726              -             -          3,750
   Issuance of common stock for
       fees and services                              104         28,014              -             -         28,118
   Other                                                -         84,769              -             -         84,769
                                           --------------------------------------------------------------------------

BALANCE - DECEMBER 31, 2000                      $ 27,010   $ 13,498,602  $ (10,249,932)  $ (617,977)     $2,657,703
                                            =========================================================================
</TABLE>





   The accompanying notes are an integral part of these financial statements.

                                      F-8
<PAGE>   29

                        N-VIRO INTERNATIONAL CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                            2000         1999         1998
                                                                        ---------------------------------------
<S>                                                                       <C>           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                    $  (844,508)   $  471,374    $(373,003)
    Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
         Deferred income taxes                                               312,000             -            -
         Loss on the sale of fixed assets                                        755             -            -
         Depreciation and amortization                                       188,398       175,574      169,807
         Provision for bad debts                                            (315,016)            -       40,000
         Issuance of common stock and options for fees and services          112,887        49,540      299,092
         Other                                                               155,031        72,234       63,596
         Increase in receivables                                            (214,442)     (616,721)     (21,007)
         (Increase) decrease in prepaid expenses                             (11,309)        9,384       10,416
         Increase (decrease) in accounts payable and accrued
         liabilities                                                         411,480        77,84 7    (329,891)
                                                                        ---------------------------------------
              Net cash provided by (used in) operating activities           (204,724)      239,232     (140,990)

CASH FLOWS FROM INVESTING ACTIVITIES
    Investment in restricted cash and cash equivalents                      (417,666)            -            -
    Collection of contract receivable                                              -             -      671,521
    Purchases of property and equipment                                      (49,147)     (130,638)     (67,041)
    Proceeds from sale of equipment                                            6,000             -            -
    Collections from (advances to) related parties                            26,687        (1,809)     (46,790)
    Increase in notes receivable                                            (174,611)      (52,138)           -
    Collections on notes receivable                                          371,415       141,387      103,203
    Expenditures for intangible and other assets                            (233,585)      (63,275)     (21,139)
    Additional investment in Florida N-Viro, L.P.                                  -        (7,500)           -
                                                                        ---------------------------------------
              Net cash provided by (used in) investing activities           (470,907)     (113,973)     639,754

CASH FLOWS FROM FINANCING ACTIVITIES
    Net borrowings (payments) on line of credit                              300,000             -     (120,000)
    Borrowings under long-term obligations                                    77,162       161,127       67,000
    Principal payments on long-term obligations                             (129,642)     (105,079)    (129,135)
    Proceeds from sale of common stock                                             -        48,712            -
    Other                                                                      3,750             -      (25,479)
                                                                        ---------------------------------------
              Net cash provided by (used in) financing activities            251,270       104,760     (207,614)
                                                                        ---------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                                                             (424,361)      230,019      291,150

CASH AND CASH EQUIVALENTS - BEGINNING                                        552,846       322,827       31,677
                                                                        ---------------------------------------

CASH AND CASH EQUIVALENTS - ENDING                                       $   128,485    $  552,846    $ 322,827
                                                                        =======================================
</TABLE>


   The accompanying notes are an integral part of these financial statements.



                                      F-9
<PAGE>   30


                        N-VIRO INTERNATIONAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.        OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       A.      Nature of Business - The Company owns and licenses the N-Viro
               Process, a patented technology to treat and recycle wastewater
               sludges and other bio-organic wastes, utilizing certain alkaline
               by-products. Revenue and the related accounts receivable are due
               from companies acting as independent agents or licensees,
               principally municipalities. Credit is generally granted on an
               unsecured basis. Periodic credit evaluations of customers are
               conducted and appropriate allowances are established.

       B.      Use of Estimates - The preparation of financial statements in
               conformity with accounting principles generally accepted in the
               United States requires management to make estimates and
               assumptions that affect the reported amounts of assets and
               liabilities and disclosure of contingent assets and liabilities
               as of the date of the financial statements and the reported
               amounts of revenues and expenses during the reporting period.
               Actual results could differ from those estimates.

       C.      Principles of Consolidation - The consolidated financial
               statements include the accounts of the Company and its
               wholly-owned subsidiaries. All significant intercompany accounts
               and transactions have been eliminated in consolidation.

               The Company accounts for its investments in joint ventures under
               the equity method.

       D.      Fair Value of Financial Instruments - The fair values of cash,
               accounts receivable, accounts payable and other short-term
               obligations approximate their carrying values because of the
               short maturity of these financial instruments. The carrying
               values of the Company's long-term obligations approximate their
               fair value. In accordance with Statement of Financial Accounting
               Standards ("SFAS") No. 107, "Disclosure About Fair Value of
               Financial Instruments," rates available at balance sheet dates to
               the Company are used to estimate the fair value of existing debt.

       E.      Cash and Cash  Equivalents - The Company has cash on deposit in
               one financial institution which, at times, may be in excess of
               FDIC insurance limits.

               For purposes of the statements of cash flows, the Company
               considers all certificates of deposit with initial maturities of
               90 days or less to be cash equivalents.

               Restricted cash consists of a certificate of deposit which is
               held as collateral against the Company's line-of-credit.

       F.      Property and Equipment - Depreciation has been computed primarily
               by the straight-line method over the estimated useful lives of
               the assets. Generally, useful lives are thirty-one years for
               leasehold improvements and five to fifteen years for equipment
               and furniture and fixtures. Management has reviewed property and
               equipment for impairment when events and circumstances indicate
               that the assets might be impaired and the carrying values of
               those assets may not be recoverable. Management believes the
               carrying amount is not impaired based upon estimated future cash
               flows.

       G.      Intangible Assets - Patent costs and territory rights are
               recorded at cost and then amortized by the straight-line method
               over 17 and 11 year periods, respectively. Management has
               reviewed intangible assets for impairment when events and
               circumstances indicate that the assets might be impaired and the
               carrying values of those assets may not be recoverable.
               Management believes the carrying amount is not impaired based
               upon estimated future cash flows.


                                      F-10
<PAGE>   31


                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 1.        OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
               (CONTINUED)

       H.      Revenue Recognition - Facility management revenue, sludge
               processing revenue, and royalty fees are recognized under
               contracts where the Company or licensees utilize the N-Viro
               Process to treat sludge, either pursuant to a fixed-price
               contract or based on volumes of sludge processed. Revenue is
               recognized as services are performed.

               Alkaline admixture sales and N-Viro Soil revenue is recognized
               upon shipment.

               License and territory fees are generated by selling the right to
               market or use the N-Viro Process in a specified territory. The
               Company's policy is to record revenue for the license agreements
               when all material services relating to the revenue have been
               substantially performed, conditions related to the contract have
               been met, and no material contingencies exist.

               Research and development revenue is recognized as work is
               performed and billed to the contracting entity.

       I.      Earnings (Loss) Per Common Share - Earnings (loss) per common
               share has been computed on the basis of the weighted-average
               number of common shares outstanding during each period presented.
               The effects of the stock options were to increase the weighted
               average number of shares by 9,804 for the year ended December 31,
               1999. For the years ended December 31, 2000 and 1998, the amounts
               are excluded from the diluted per share calculation because they
               would be antidilutive.

       J.      New Accounting Standards - On October 1, 2000, the Company
               adopted the provisions of Staff Accounting Bulletin No. 101 ("SAB
               101"), "Revenue Recognition in Financial Statements". The
               adoption of SAB 101 did not have a material effect on the
               financial position or results of operations of the Company.

               In June 1998, the Financial Accounting Standards Board ("FASB")
               issued Statement of Financial Accounting Standards ("SFAS") No.
               133, "Accounting for Derivative Instruments and Hedging
               Activities". SFAS 133 establishes accounting and reporting
               standards for derivative instruments, including certain
               derivative instruments embedded in other contracts, and for
               hedging activities. SFAS 133, as amended by SFAS 137, "Accounting
               for Derivative Instruments and Hedging Activities-Deferral of
               Effective Date of SFAS 133", is effective for fiscal years
               beginning after June 15, 2000. In June 2000, the FASB issued SFAS
               138, "Accounting for Certain Derivative Instruments and Certain
               Hedging Activities". The Company does not anticipate a material
               effect on its financial statements as a result of the adoption of
               this statement.


                                      F-11
<PAGE>   32

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 2.        BALANCE SHEET DATA

               TRADE RECEIVABLES:

               Trade receivables in the accompanying balance sheets at December
               31, 2000 and 1999 are stated net of an allowance for doubtful
               accounts of $144,564 and $128,600, respectively.

               NOTES AND OTHER RECEIVABLES:

               The Company has notes receivable with customers and various other
               parties, totaling $234,034 in 2000 and $439,570 in 1999. The
               amounts in the accompanying balance sheets at December 31, 2000
               and 1999 are stated net of an allowance for doubtful accounts of
               $-0- and $330,980, respectively. Unsecured, 9.75% demand (deemed
               to be non-current by management) notes receivable totaling
               $174,611 are due from Florida N-Viro, the Company's joint venture
               investee. A note receivable of $59,393, $22,540 of which is
               current, is due from a non-related licensee. In addition, at
               December 31, 1999, the Company had a $150,000 receivable in
               connection with the sale of stock.

               The Company has various unsecured notes receivable from related
               parties totaling $21,912 in 2000 and $48,599 in 1999, which bear
               interest at 6% and are due on demand.

               PROPERTY AND EQUIPMENT (AT COST):

<TABLE>
<CAPTION>
                                                                                 2000                   1999
                                                                         ---------------------   -------------------

<S>                                                                                <C>                   <C>
                  Land and leasehold improvements                                  $   44,911            $   44,911
                  Equipment                                                         1,252,342             1,183,445
                  Furniture and fixtures                                              195,719               192,559
                                                                         ---------------------   -------------------
                                                                                    1,492,972             1,420,915
                  Less accumulated depreciation and amortization                      911,776               824,855
                                                                         ---------------------   -------------------

                                                                                   $  581,196            $  596,060
                                                                         =====================   ===================
</TABLE>


               The Company rents certain equipment to customers under short-term
               arrangements.

               INVESTMENT IN FLORIDA N-VIRO, L.P.:

               Florida N-Viro, L.P. was formed in January 1996 pursuant to a
               joint venture agreement between the Company and VFL Technology
               Corporation (VFL). The Company owns a 50% interest in the joint
               venture.


                                      F-12
<PAGE>   33

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 2.        BALANCE SHEET DATA (CONTINUED)

               INVESTMENT IN FLORIDA N-VIRO, L.P. (CONTINUED):

               Condensed financial information of the partnership as of December
31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                                                           2000                      1999
                                                                   ---------------------     ----------------------
<S>                                                                        <C>                        <C>
                      Current assets                                       $    387,650               $    393,137
                      Long-term assets                                        2,270,824                  2,005,429
                                                                   ---------------------     ----------------------
                                                                           $  2,658,474               $  2,398,566
                                                                   =====================     ======================

                      Current liabilities                                  $  1,170,915               $    747,735
                      Long-term liabilities                                     173,629                     79,498
                      Partners' equity                                        1,313,930                  1,571,333
                                                                   ---------------------     ----------------------
                                                                           $  2,658,474               $  2,398,566
                                                                   =====================     ======================
</TABLE>

<TABLE>
<CAPTION>
                                                                       Year Ended December 31,
                                                      -----------------------------------------------------------
                                                             2000                1999                1998
                                                      ------------------- -------------------- ------------------
<S>                                                          <C>                  <C>                  <C>
                    Net sales                                $ 2,777,606          $ 1,498,821          $ 906,130
                    Net loss                                   (257,402)            (138,686)          (130,220)
</TABLE>

               During 2000, 1999 and 1998, the Partnership's largest customer
               accounted for 17%, 27% and 60%, respectively, of its revenue.
               Additionally, during 2000 and 1999, the Partnership's largest
               customers accounted for 77% (four customers) and 78% (six
               customers) of total revenue, respectively.

               INTANGIBLE AND OTHER ASSETS:

<TABLE>
<CAPTION>
                                                                                       2000             1999
                                                                                  ---------------  ----------------
<S>                                                                                  <C>               <C>
                    Patents and other intangibles, less accumulated amortization
                      2000 - $266,000;   1999 - $217,000                            $    815,587       $   394,494
                    Territory rights, less accumulated amortization
                      2000 - $108,000;   1999 - $75,000                                  305,647           325,322
                    Notes receivable due in more than one year                           211,494               -0-
                    Accounts receivable due in more than one year                            -0-           117,598
                                                                                  ---------------  ----------------
                                                                                    $  1,332,728       $   837,414
                                                                                  ===============  ================
</TABLE>

               During the year ended December 31, 2000, the Company purchased
               from the Canadian government the right to market and sell
               licenses promoting a patent-pending technology that inhibits the
               growth of soybean cyst nematodes, in exchange for the forgiveness
               of a portion of a note receivable for $250,000 due the Company
               from an unrelated licensee. This portion of the note had
               previously been fully reserved for in the allowance for bad
               debts, and the Company recognized income on the recovery of this
               note for the current year.

               The Company purchased a non-exclusive license to use a
               patent-pending technology and Internet site address from an
               unrelated party in exchange for a total of approximately $205,500
               cash. Finally, the Company repurchased the territory covering
               nine midwestern and western states of the United States from an
               unrelated party in exchange for $10,000 cash.


                                      F-13
<PAGE>   34

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2.        BALANCE SHEET DATA (CONTINUED)

               INTANGIBLES AND OTHER ASSETS (CONTINUED):

               During the year ended December 31, 1999, the Company repurchased
               portions of the Kentucky, Virginia and West Virginia territory
               from an unrelated party in exchange for $15,000 cash and a
               $135,000 note payable.

               ACCRUED LIABILITIES:

<TABLE>
<CAPTION>
                                                                        2000                    1999
                                                                 --------------------    --------------------
<S>                                                                       <C>                     <C>
                    Employee benefits                                     $   68,182              $   86,325
                    Sales tax payable                                        239,068                 207,960
                    Other                                                     52,422                  32,455
                                                                 --------------------    --------------------

                                                                          $  359,672              $  326,740
                                                                 ====================    ====================
</TABLE>



NOTE 3.        PLEDGED ASSETS, LINE-OF-CREDIT AND LONG-TERM DEBT

               The Company has available a $1,000,000 line-of-credit with a bank
               which expires in April, 2001. Borrowings against the
               line-of-credit are limited to a borrowing base based on eligible
               accounts receivable and bear interest at prime minus .5% on
               borrowings up to $400,000 and prime plus 1% for borrowings above
               $400,000. Borrowings, which are collateralized by accounts
               receivable, inventories, equipment, assignment of a $400,000
               certificate of deposit and assignment of certain contracts, are
               due on demand and the facility is subject to certain covenants.
               The Company is in violation of certain financial covenants
               contained in the agreement concerning the maintenance of positive
               net income for the fiscal year and minimum tangible net worth.
               The Company's bank waived these violations in light of the
               Company's net loss for the year ended December 31, 2000. At
               December 31, 2000, the Company had borrowed $300,000 against the
               line.

               Long-term debt at December 31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                                                        2000                    1999
                                                                 --------------------    --------------------
<S>                                                                      <C>                     <C>
                     Notes payable                                       $   348,730             $   352,235
                     Less current maturities                                 119,992                 111,856
                                                                 --------------------    --------------------

                                                                         $   228,738             $   240,379
                                                                 ====================    ====================
</TABLE>

               The notes payable are notes signed for amounts owed to vendors
               and other parties. The notes bear interest ranging from 8% to 15%
               and are due at varying dates through November 2005. Aggregate
               maturities of long-term debt for the years ending December 31 are
               as follows: 2001 - $119,992; 2002 - $98,841; 2003 - $79,366; 2004
               - $32,657; and 2005 - $17,874. Interest expensed and paid was
               approximately $36,500; $25,200 and $16,000, for the years ended
               December 31, 2000, 1999 and 1998 respectively.

               During 1998, the Company reached agreements with six trade
               creditors and directors to eliminate $170,375 of the Company's
               accounts payable by issuance of 74,000 shares of common stock.



                                      F-14
<PAGE>   35
                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 4.    EQUITY TRANSACTIONS

               The Company has authorized 2,000,000 shares of preferred stock,
               par value of $.01 per share, of which no shares were outstanding
               at December 31, 2000 and 1999.

               The Company has a stock option plan for directors and key
               officers under which 600,000 shares of common stock may be
               issued. The options are 20% vested on the date of grant, with the
               balance vesting 20% per year over the next four years except for
               directors whose options vest immediately. Options are granted at
               fair market value.

               The following summarizes the number of grants and their
               respective exercise prices and grant date fair values per option
               for the years ended December 31, 2000, 1999 and 1998 and the
               number outstanding and exercisable at those dates:

<TABLE>
<CAPTION>
                                                         2000                    1999                    1998
                                                ----------------------- ----------------------- -----------------------
                                                            Weighted                Weighted                Weighted
                                                             Average                 Average                 Average
                                                            Exercise                Exercise                Exercise
                                                  Shares       Price      Shares       Price      Shares       Price
                                                ----------------------- ----------------------- -----------------------
<S>                                                <C>          <C>        <C>          <C>        <C>          <C>
           Outstanding, beginning of year          454,325      $ 2.62     461,325      $ 2.65     163,825      $ 3.54
                Granted                             95,500        3.37       7,000        2.16     323,375        2.38
                Expired during the year           (33,500)        3.72    (14,000)        3.43    (25,875)        4.86
                                                -----------             -----------             -----------
           Outstanding, end of year                516,325        2.69     454,325        2.62     461,325        2.65
                                                ===========             ===========             ===========

           Eligible for exercise at end of year    316,125                 261,725                 193,135
                                                ===========             ===========             ===========

           Weighted average fair value per
              option for options granted during the year        $ 3.29                  $ 2.16                  $ 1.86
                                                            ===========             ===========             ===========
</TABLE>

           During 1998, the Company repriced 14,375 shares from $6.00 per option
           to $4.00 per option. The above schedule reflects the granted and
           expired shares and includes the shares that have been repriced.

           A further summary of stock options is as follows:

<TABLE>
<CAPTION>
                                                      Options Outstanding                     Options Exercisable
                                       --------------------------------------------------------------------------------
                                                                                                            Weighted
                                                       Weighted Average      Weighted                       Average
                                           Number          Remaining         Average          Number        Exercise
                                         Outstanding   Contractual Life   Exercise Price    Exercisable      Price
                                       --------------------------------------------------------------------------------
                                                                            2000
                                       --------------------------------------------------------------------------------
<S>                                            <C>                  <C>          <C>              <C>         <C>
             Range of exercise prices:
                        $1.56 to $2.43         398,400              7.74         $   2.14         240,700     $   2.15

                        $4.00 to $5.00         117,925              5.94             4.55          75,425         4.30

                                                                            1999
                                       --------------------------------------------------------------------------------
             Range of exercise prices:
                        $1.56 to $2.38         359,200              8.27         $   2.21         171,200     $   2.15

                        $4.00 to $4.75          95,125              4.14             4.17          90,525         4.14
</TABLE>


                                      F-15
<PAGE>   36
                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 4.  EQUITY TRANSACTIONS (CONTINUED)

<TABLE>
<CAPTION>
                                                     Options Outstanding                     Options Exercisable
                                         --------------------------------------------   ------------------------------
                                                           Weighted
                                                           Average        Weighted                         Weighted
                                                          Remaining       Average                           Average
                                            Number       Contractual      Exercise          Number          Exercise
                                          Outstanding         Life          Price        Exercisable         Price
                                         -----------------------------------------------------------------------------
                                                                             1998
                                         -----------------------------------------------------------------------------
<S>                                            <C>                 <C>       <C>                  <C>          <C>
               Range of exercise prices:
                          $1.56 to $2.38       358,200             9.43      $  2.22              92,200       $ 2.17

                          $4.00 to $4.75       103,125             5.21         4.18             100,935         4.18
</TABLE>

               As permitted under generally accepted accounting principles, the
               Company's present accounting with respect to the recognition and
               measurement of stock-based employee compensation costs is in
               accordance with APB Opinion No. 25, which generally requires that
               compensation costs be recognized for the difference, if any,
               between the quoted market price of the stock at grant date and
               the amount an employee must pay to acquire the stock. The Company
               follows the disclosure provisions of SFAS Statement No. 123 which
               prescribes a fair-value based method of measurement that results
               in the disclosure of computed compensation costs for essentially
               all awards of stock-based compensation to employees.

               Had compensation cost been determined based upon the fair value
               method prescribed in SFAS Statement No. 123, reported net income
               (loss) would have been $(1,064,278), $313,173 and $(460,168) and
               basic earnings (loss) per share would have been $(.40), $.12 and
               $(.23) for the years ended December 31, 2000, 1999 and 1998,
               respectively.

               In determining the pro forma amounts above, the value of each
               grant is estimated at the grant date using the fair value method
               prescribed in Statement No. 123, with the following
               weighted-average assumptions for grants in 2000, 1999 and 1998,
               respectively: no assumed dividend rates for all years; risk-free
               interest rates of 6.0%, 5.5% and 5.5%, on expected lives of 10
               years for all years; and expected price volatility of 135%, 114%
               and 118%, respectively.


                                      F-16
<PAGE>   37

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 5.    REVENUE, COST OF REVENUES AND MAJOR CUSTOMERS

               Revenues for the years ended December 31, 2000, 1999 and 1998
consist of the following:

<TABLE>
<CAPTION>
                                                           2000             1999             1998
                                                     ----------------- ---------------- ----------------

<S>                                                       <C>              <C>              <C>
                  Facility management                     $ 1,520,830      $ 1,605,332      $ 1,415,418
                  Technology fees                             999,345        1,745,010        1,149,432
                  Products and services                     1,646,260        1,399,085        1,364,467
                                                     ----------------- ---------------- ----------------

                                                          $ 4,166,435      $ 4,749,427      $ 3,929,317
                                                     ================= ================ ================
</TABLE>


               Cost of revenues for the years ended December 31, 2000, 1999 and
1998 consist of the following:

<TABLE>
<CAPTION>
                                                           2000             1999             1998
                                                     ----------------- ---------------- ----------------

<S>                                                       <C>              <C>               <C>
                  Facility management                     $ 1,138,071      $ 1,083,902       $  998,078
                  Technology fees                             219,852          269,322          149,645
                  Products and services                     1,079,019          891,316          735,806
                                                     ----------------- ---------------- ----------------

                                                          $ 2,436,942      $ 2,244,540      $ 1,883,529
                                                     ================= ================ ================
</TABLE>

               Revenues for the years ended December 31, 2000, 1999 and 1998
               include revenues from one major customer, the City of Toledo,
               Ohio, (included in the facility management classification) which
               represented approximately 38%, 35% and 36%, respectively, of
               total revenues. In addition, the Company had another major
               customer, the City of Greenville, South Carolina, totaling
               approximately 12%, 10% and 11% of total revenues (which is
               included mainly in the products and services classification) for
               the years ended December 31, 2000, 1999 and 1998, respectively.
               The accounts receivable balances due from these customers at
               December 31, 2000 and 1999 were approximately $217,000 and
               $188,000, respectively.

NOTE 6.        RELATED PARTY TRANSACTIONS

               The Company paid a consulting fee to the former stockholder of
               one of the Company agents of $60,000, $60,000 and $120,000 for
               the years ended December 31, 2000, 1999 and 1998, respectively.
               On January 1, 1994, the Company granted this individual a
               security interest in all present and future receivables and
               contract rights from licenses in the states of Tennessee, North
               Carolina, and South Carolina. The secured receivables amounted to
               approximately $260,000 and $118,000 at December 31, 2000 and
               1999, respectively.


                                      F-17
<PAGE>   38
                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 7.        COMMITMENTS AND CONTINGENCIES

               During 1994, the Company entered into an agreement to reacquire
               territory rights from a former agent in exchange for 66,250 (as
               adjusted) shares of unregistered common stock. This agreement
               stated that if the former agent elected to sell these shares, the
               Company had guaranteed a value of $6 per common share.

               During 1999, Hydropress and the Company entered into a Settlement
               Agreement that provided, among other things, for the dismissal of
               the suit, mutual limited releases, agreements as to past due
               amounts that Hydropress owed the Company, as well as a basis for
               determining future amounts, and an agreement that, for a period
               of eighteen (18) months from the date of the settlement
               agreement, Hydropress would not sell any of the 66,250 shares of
               Company stock that it had been issued in connection with a prior
               settlement agreement and that Hydropress could thereafter sell no
               more than 10,000 shares of the Company's stock per month.

               In February 2000, Hydropress and the Company modified the 1999
               agreement by agreeing to allow Hydropress to sell shares of the
               Company's stock before the eighteen-month period, in addition to
               increasing the maximum amount of shares it could sell without
               approval from the Company in any one month to 15,000 shares. In
               exchange, Hydropress released the Company from its minimum price
               guarantee obligations under the 1999 Settlement Agreement. The
               Company understands the letter agreement to excuse it entirely
               from its obligation to guarantee Hydropress' receipt of proceeds
               of at least $6.00 per share from the sale of the Company stock.
               This is consistent with the position taken in the Company's
               public filings under and pursuant to the terms of the Securities
               Exchange Act of 1934 and the rules and regulations promulgated
               thereunder, as well as the Company's audited financial
               statements.

               In late September 2000, representatives of Hydropress informed
               the Company that Hydropress maintains that the $6.00 per share
               guarantee of proceeds in favor of Hydropress is still in effect.
               In November 2000, the Company brought suit against Hydropress.
               The Complaint sought a declaratory judgment that the minimum
               price guarantee was no longer in effect. At the time of filing
               the Complaint, the value of the Company's guarantee, if it were
               still in effect at the time of the Complaint, would have ranged
               between $238-$254,000.

               In December 2000, Hydropress filed a Complaint against the
               Company also seeking a declaratory judgment on the identical
               issue. The Company has filed a counterclaim seeking damages for
               royalties that Hydropress owes the Company.

               Hydropress, in turn, filed counterclaims in response to the
               Company's counterclaims. Hydropress' first claim seeks damages
               based on an alleged indemnification that the Company allegedly
               breached by not indemnifying Hydropress for costs incurred in
               connection with Hydropress' releasing emissions of volatile
               organic compounds in excess of permitted levels. Hydropress'
               second claim is that the Company has wrongfully terminated
               Hydropress' 1994 Patent License Agreement. Hydropress alleges
               that it has incurred costs in excess of $2,000,000 as a result of
               its emission problem but seeks damages in an unspecified amount
               and a declaration that the Company is obligated to continue
               indemnifying Hydropress in the matter. The Company intends to
               vigorously contest Hydropress' claims.

               The Company leases office space under an agreement which requires
               monthly payments of approximately $4,800. The lease expires in
               December 2002. The Company also leases various equipment on a
               month-to-month basis. The total minimum rental commitment at
               December 31, 2000 is $115,100. The total rental expense included
               in the statements of operations for the years ended December 31,
               2000, 1999 and 1998 is approximately $59,000, $56,000 and
               $69,000, respectively.


                                      F-18
<PAGE>   39
                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 7.        COMMITMENTS AND CONTINGENCIES (CONTINUED)


               The Company's minimum commitment under an agreement with a
               consultant (see Note 6) is $120,000, payable in cash or stock of
               $60,000 per year for 2001 and 2002.

               During 1999, the Company entered into employment and consulting
               agreements with two officers of the Company. One of the
               employment agreements expires in July 2002 and called for
               payments totalling $144,000 annually through December 1999. The
               other agreement expires in June 2004 and calls for payments
               totalling $144,000 annually through December 31, 2000. Future
               compensation amounts are to be determined annually by the Board.
               In addition, one of the agreements provides for payment of life
               insurance premiums and the provision of health insurance coverage
               to the officer and his spouse for their lives. The present value
               of estimated costs related to the provisions of this agreement
               total $129,000 at July 2002. The cost is being recognized over
               the term of the employment agreement.

               The consulting agreements begin upon termination of the
               respective employment agreements and extend through July 2015 and
               June 2014, respectively. The agreements require minimum future
               services to be provided to be eligible for compensation. The
               Company charged $52,420 to operations in 2000 in conjunction with
               these agreements.

               In February 2000, the Company filed a Complaint for Patent
               Infringement against the City of Warren, Ohio. The Company
               believed that the City of Warren had willfully and intentionally
               infringed patents the Company owns and was seeking both equitable
               remedies in the form of an injunction and legal remedies in the
               form of damages. In September 2000, the Company and the City of
               Warren settled the dispute, with the City of Warren paying the
               Company the sum of $100,000. The successful conclusion of the
               litigation with the City of Warren reinforces the Company's
               commitment to defend its intellectual property.

               In July 2000, the Company terminated the license of N-Viro
               Worldwide Limited and filed suit against Robin Millard and R3
               Management Limited ("R3M"). The suit sought damages for breach of
               contract, breach of fiduciary duty and related torts based on
               intellectual property developed by Mr. Millard that the Company
               contends is owned by the Company. The parties have subsequently
               resolved the suit and are in the process of drafting the final
               settlement agreements. The Company will become the direct
               licensor on three licenses on which R3M's subsidiary, N-Viro
               Worldwide, is currently the licensor. R3M will license the
               disputed technology to the Company. The parties will reconcile
               amounts owed to each other and offset the debts owed to each
               without any funds changing hands, other than a $5,000 lump-sum
               royalty payment from the Company to R3M.

               In August 2000, RDP Technologies, Inc. ("RDP") filed a Complaint
               against the Company alleging intentional interference with
               prospective business relationships and common law unfair
               competition. In September 2000, RDP filed an Amended Complaint,
               adding a claim for a declaratory judgment of patent
               noninfringement, invalidity and unenforceability with respect to
               two of the Company's patents. The Company filed an Answer to
               Amended Complaint in January 2001 and subsequently filed a motion
               for summary judgment on each of RDP's claims. The Company is
               currently awaiting the Delaware court's decision on that motion.
               The Company believes that the claims made by RDP in its Amended
               Complaint are without merit and the Company is and will continue
               to vigorously defend itself in this matter.

               The Company is involved in legal proceedings and subject to
               claims which have arisen in the ordinary course of business.
               These actions, when concluded and determined, will not, in the
               opinion of management, have a material adverse effect upon the
               financial position, results of operations or cash flows of the
               Company.



                                      F-19

<PAGE>   40

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8.        INCOME TAX MATTERS

               Deferred income tax assets and liabilities are computed annually
               for differences between the financial statement and tax bases of
               assets and liabilities that will result in taxable or deductible
               amounts in the future based on enacted tax laws and rates
               applicable to the periods in which the differences are expected
               to affect taxable income. Valuation allowances are established
               when necessary to reduce deferred tax assets to the amount
               expected to be realized. Income tax expense is the tax payable or
               refundable for the current period plus or minus the change during
               the period in deferred tax assets and liabilities.

               The composition of the deferred tax assets and liabilities at
               December 31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>
                                                                               2000                 1999
                                                                         ------------------   ------------------
<S>                                                                           <C>                  <C>
                   Gross deferred tax liability, accelerated
                   depreciation                                               $    (29,000)        $    (21,000)
                   Gross deferred tax assets:
                        Loss carryforwards                                       3,925,000            3,571,000
                        Patent costs                                               437,000              514,000
                        Allowance for doubtful accounts                             58,000              184,000
                        Property and equipment basis difference                     12,000               15,000
                        Other                                                       12,000               13,000
                                                                         ------------------   ------------------
                                                                                 4,444,000            4,297,000

                   Less valuation allowance                                     (4,415,000)          (3,964,000)
                                                                         ------------------   ------------------

                                                                              $          -         $    312,000
                                                                         ==================   ==================
</TABLE>

               The income tax provisions differ from the amount of income tax
               determined by applying the U.S. Federal income tax rate to
               pre-tax income from continuing operations for the years ended
               December 31, 2000, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                                           2000           1999           1998
                                                                       -------------- -------------- --------------
<S>                                                                       <C>            <C>            <C>
                  Computed "expected" tax (credits)                       $(181,000)     $  160,000      $ (99,000)
                  State taxes, net of federal tax benefit                   (16,000)         14,000        (10,000)
                  (Decrease) increase in income taxes resulting from:
                        Change in valuation allowance                        480,000       (148,000)        88,000
                        Other                                                 29,000        (26,000)        21,000
                                                                       -------------- -------------- --------------

                                                                          $  312,000     $        -      $       -
                                                                       ============== ============== ==============
</TABLE>

               The net operating losses available at December 31, 2000 to offset
               future taxable income total approximately $9,750,000 and expire
               principally in years 2009 - 2020. The tax effect of net operating
               loss carryforwards reduced the 1999 current provision for income
               taxes by $115,000.


                                      F-20
<PAGE>   41
                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



NOTE 8.        INCOME TAX MATTERS (CONTINUED)

               In 1997, the Company recorded a deferred tax asset and a
               corresponding income tax benefit of $312,000 to recognize the
               benefit of $800,000 in loss carryforwards expected to be
               realized. The Company believed that sufficient taxable income
               would be generated in the near term, as the Company had changed
               its strategic focus to its profitable core business. Based on the
               results of the Company's 2000 operating performance, the Company
               believes that the recording of a deferred tax asset for the tax
               benefit of its net operating loss carryforward is no longer
               appropriate. As a result, in 2000, the Company has provided an
               additional valuation allowance against the tax benefit associated
               with the net operating loss and recognized expense of $312,000 to
               reduce the recorded tax benefit of the net operating loss
               carryforwards to $-0-.

NOTE 9.        CASH FLOWS INFORMATION

               Supplemental information relative to the statements of cash flows
               for the years ended December 31, 2000, 1999 and 1998 is as
               follows:

<TABLE>
<CAPTION>
                                                                      2000               1999             1998
                                                                ------------------  ---------------  ----------------
                  Supplemental schedule of noncash investing
                     and financing activities:

<S>                                                                   <C>                <C>               <C>
                  Debt-financed fixed asset purchases                 $    48,975        $       -         $       -
                                                                ==================  ===============  ================

                  Purchase of Canadian technology in
                    exchange for forgiveness of note receivable       $   250,000        $       -         $       -
                                                                ==================  ===============  ================

                  Common stock subscribed                             $         -        $ 150,000         $       -
                                                                ==================  ===============  ================

                  Repurchase territory rights in exchange
                     for note payable                                 $         -        $ 135,000         $       -
                                                                ==================  ===============  ================

                  Retirement of treasury stock                        $         -        $ 500,000         $       -
                                                                ==================  ===============  ================

                  Price guarantee of common stock in
                     connection with settlement agreement
                     (see Note 7)                                     $         -        $       -         $  72,875
                                                                ==================  ===============  ================

                  Common stock issued for relief of
                     liabilities                                      $         -        $       -         $ 170,375
                                                                ==================  ===============  ================
</TABLE>


                                      F-21
<PAGE>   42

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 10.       SEGMENT INFORMATION

               The Company has determined that its reportable segments are those
               that are based on the Company's method of internal reporting,
               which segregates its business by product category and service
               lines. The Company's reportable segments are as follows:

                  Management Operations - The Company provides employee and
                  management services to operate the Toledo Wastewater Treatment
                  Facility.

                  Other Domestic Operations - Sales of territory or site
                  licenses and royalty fees to use N-Viro technology in the
                  United States.

                  Foreign Operations - Sale of territory or site licenses and
                  royalty fees to use N-Viro technology in foreign operations.

                  Research and Development - The Company contracts with Federal
                  and State agencies to perform or assist in research and
                  development on the Company's technology.

               The accounting policies of the segments are the same as those
               described in Note 1 which contains the Company's significant
               accounting policies. Fixed assets generating specific revenue are
               identified with their respective segments as they are accounted
               for as such in the internal accounting records. All other assets,
               including cash and other current assets and all long-term assets,
               other than fixed assets, are identified with the Corporate
               segment. The Company does not allocate any selling, general, and
               administrative expenses to any specific segments. All of the
               other income (expense) costs or income are non-apportionable and
               not allocated to a specific segment. The Company accounts for and
               analyzes the operating data for its segments generally by
               geographic location, with the exception of the Management
               Operations and Research and Development segments, as this revenue
               accounts for over 10% of the total revenue of the Company. These
               segments represent both a significant amount of business
               generated as well as a specific location and unique type of
               revenue.

               The next two segments are divided between domestic and foreign
               sources, as these segments differ in terms of environment and
               municipal legal issues, nature of the waste disposal
               infrastructure, political climate, and availability of funds for
               investing in the Company's technology. These factors have not
               changed significantly over the past three years and are not
               expected to change in the near term.

               A new segment for 2000 is the Research and Development segment.
               Prior year amounts have been reclassified to conform with the
               current year presentation. This segment accounts for
               approximately 6% of the total revenue of the Company, and is
               unlike any other revenue, in that it is generated as a result of
               a specific project to conduct initial or additional ongoing
               research into the Company's emerging technologies.


                                      F-22
<PAGE>   43

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 10.       SEGMENT INFORMATION (CONTINUED)

               The table below presents information about the segment profits
               and segment identifiable assets used by the chief operating
               decision makers of the Company as of and for the years ended
               December 31, 2000, 1999 and 1998 (dollars in thousands).

<TABLE>
<CAPTION>
                                                          Other
                                          Management      Domestic         Foreign       Research &
                                          Operation     Operations       Operations      Development         Total
                                     ---------------------------------------------------------------------------------
                                                                           2000
                                     ---------------------------------------------------------------------------------
<S>                                       <C>              <C>               <C>             <C>             <C>
                Revenues                  $  1,582        $  2,265           $   70         $   249          $  4,166
                Cost of revenues             1,138           1,115                -             184             2,437
                Segment profits                444           1,150               70              65             1,729
                Identifiable assets            205              74                -              58               337
                Depreciation                    25              45                -               3                73

                                                                           1999

                                     ---------------------------------------------------------------------------------
                Revenues                  $  1,677         $ 2,640           $  163          $  270          $  4,750
                Cost of revenues             1,084             985                -             176             2,245
                Segment profits                593           1,655              163              94             2,505
                Identifiable assets            189              82                -              61               332
                Depreciation                    15              43                -               6                64

                                                                           1998

                                     ---------------------------------------------------------------------------------
                Revenues                  $  1,463         $ 2,198           $  199          $   69          $  3,929
                Cost of revenues               998             885                -               -             1,883
                Segment profits                465           1,313              199              69             2,046
                Identifiable assets             75             261                -               -               336
                Depreciation                    11              43                -               -                54
</TABLE>



                                      F-23
<PAGE>   44

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



NOTE 10.       SEGMENT INFORMATION (CONTINUED)

               A reconciliation of total segment profits, identifiable assets
               and depreciation and amortization to the consolidated financial
               statements as of and for the years ended December 31, 2000, 1999
               and 1998 follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                                      2000              1999              1998
                                                                ------------------ ---------------- ------------------
<S>                                                                      <C>              <C>                <C>
               Segment profits:
                  Segment profits for reportable segments                $  1,729         $  2,505           $  2,046
                  Corporate selling, general and administrative
                     expenses and research and development
                    costs                                                 (2,408)          (1,977)            (2,386)

                  Other income (expense)                                      146             (69)               (33)
                                                                ------------------ ---------------- ------------------
                     Consolidated earnings before interest

                          and taxes                                      $  (533)         $    459           $  (373)
                                                                ================== ================ ==================

               Identifiable assets:
                  Identifiable assets for reportable segments            $    337         $    332           $    336
                  Corporate property and equipment                            244              264                241
                  Current assets not allocated to segments                  2,176            2,236              1,453
                  Intangible and other assets not allocated to
                    segments                                                2,229            2,174              1,987
                  Consolidated eliminations                                 (234)            (234)              (234)
                                                                ------------------ ---------------- ------------------
                     Consolidated assets                                 $  4,752         $  4,772           $  3,783
                                                                ================== ================ ==================

               Depreciation and amortization:
                  Depreciation for reportable segments                   $     73         $     64           $     54
                  Corporate depreciation and amortization                     115              112                116
                                                                ------------------ ---------------- ------------------
                   Consolidated depreciation and amortization            $    188         $    176           $    170
                                                                ================== ================ ==================
</TABLE>



                                      F-24
<PAGE>   45

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11        SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

               The following is a summary of selected quarterly financial data
               for the years ended December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                                         Quarters Ended
                                            --------------------------------------------------------------------------
                2000:                           March 31           June 30           September 30       December 31
                                            ------------------ ----------------  ------------------- -----------------
<S>                                               <C>              <C>                  <C>               <C>
                Revenues                          $ 1,107,033      $ 1,112,463          $ 1,083,134       $   863,805
                Operating income (loss)               (58,505)          43,027              (82,793)         (580,486)
                Net income (loss)                     163,034           14,875             (161,430)         (860,987)
                Basic and diluted income
                    (loss) per share              $      0.06      $      0.01          $     (0.06)      $     (0.33)

                                                                         Quarters Ended
                                            --------------------------------------------------------------------------
                1999:                           March 31           June 30           September 30       December 31
                                            ------------------ ----------------  ------------------- -----------------
                Revenues                          $   978,124      $ 1,067,713          $ 1,354,159       $ 1,349,431
                Operating income                       29,593           90,165              294,313           114,364
                Net income                             17,955           84,001              297,125            72,293
                Basic and diluted income
                    per share                     $      0.01      $      0.03          $      0.11       $      0.03
</TABLE>


NOTE 12.       SUBSEQUENT EVENTS

               In January 2001, a Special Meeting of the Board of Directors of
               Florida N-Viro LLC was held. Among the decisions made were
               amendments to both the Partnership Agreement and the Memorandum
               of Understanding entered into in August 2000. The aggregate
               ownership percentages in the Florida investment of the Company
               and VFL were amended to 47.5% and 52.5%, respectively, effective
               January 1, 2001. Also, a decision was made to relieve the
               requirement of the Company from funding any additional losses of
               Florida N-Viro, provided the Company loan an additional total of
               $180,000 between January and February 2001, to be evidenced by a
               third Promissory Note. The Note is unsecured, due on demand and
               bears interest at a rate tied to a local bank or the Applicable
               Federal Rate, whichever is higher. All loans made by the Company
               to Florida N-Viro in 2000 and 2001 were made to equalize each
               partner's advances to the Partnership, required after additional
               monies were advanced by VFL during 2000.


                                      F-25
<PAGE>   46


                    Report of Independent Public Accountants
                    ----------------------------------------

To the Board of Directors
N-Viro International Corporation
Toledo, Ohio

         Our audits of the consolidated financial statements of N-Viro
International Corporation and subsidiaries included Schedule II, contained
herein, for the year ended December 31, 2000 and 1999. Such schedule is
presented for purposes of complying with the Securities and Exchange
Commission's rule and is not a required part of the basic consolidated financial
statements. In our opinion, such schedule presents fairly the information set
forth therein, in conformity with generally accepted accounting principles.

                                               /s/ HAUSSER + TAYLOR LLP



Cleveland, Ohio
March 16, 2001


                                      F-26
<PAGE>   47



                    Report of Independent Public Accountants
                    ----------------------------------------

To the Board of Directors
N-Viro International Corporation
Toledo, Ohio

         Our audit of the consolidated financial statements of N-Viro
International Corporation included Schedule II, contained herein, for the year
ended December 31, 1998. Such schedule is presented for purposes of complying
with the Securities and Exchange Commission's rule and is not a required part of
the basic consolidated financial statements. In our opinion, such schedule
presents fairly the information set forth therein, in conformity with generally
accepted accounting principles.

                                             /s/ McGladrey & Pullen, LLP


Elkhart, Indiana
March 5, 1999



                                      F-27
<PAGE>   48

                              N-VIRO INTERNATIONAL

                                   SCHEDULE II
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                        DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                  Balance At                                             Balance At
                                                 Beginning Of        Charged To       Deductions          Close Of
                                                    Period           Operations      From Reserves         Period
                                                ----------------  -----------------  --------------     --------------
<S>                                                   <C>                <C>             <C>       <C>      <C>
Allowance for doubtful accounts- deducted
   from trade receivables and notes
   receivable, in the balance sheets:
           2000                                       $ 460,000          $  16,000       $ 331,000 (1)      $ 145,000
                                                ================  =================  ==============     ==============

           1999                                       $ 460,000          $       -       $       -          $ 460,000
                                                ================  =================  ==============     ==============

           1998                                       $ 420,000          $  76,000       $  36,000          $ 460,000
                                                ================  =================  ==============     ==============
</TABLE>

(1) The 2000 deduction from reserves was the result of a transaction which
included the Company acquiring technology from the Canadian government in
exchange for the forgiveness of a portion of a note receivable (see Note 2).



                                      F-28
<PAGE>   49

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                      ACCOUNTING AND FINANCIAL DISCLOSURES

       None.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required by this Item is incorporated by reference to
the information under the heading "Election of Three Directors" and "Executive
Officers of the Company" in the definitive proxy statement of the Company filed
with the Commission on April 13, 2001.

ITEM 11. EXECUTIVE COMPENSATION

         The information required by this Item is incorporated by reference to
the information under the heading "Renumeration" in the definitive proxy
statement of the Company filed with the Commission on April 13, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this Item is incorporated by reference to
the information under the heading "Security Ownership of Directors and
Management" in the definitive proxy statement of the Company filed with the
Commission on April 13, 2001.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this Item is incorporated by reference to
the information under the heading "Certain Relationship and Related
Transactions" in the definitive proxy statement of the Company filed with the
Commission on April 13, 2001.

                                       22
<PAGE>   50


                                     PART IV

ITEM 14.            EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
                    8-K

(a) 1. AND (a) 2.   FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

                           See "Index to Financial Statements and Schedule" set
                    forth in Item 8 at page 20 of this Form 10-K.

(a) 3.              EXHIBITS

                    Exhibit
                    Number     Description
                    -------    -----------

                    3.1        Certificate of Incorporation of the Company
                               (incorporated by reference to Exhibit 3.1 to the
                               Registration Statement of the Registrant on Form
                               S-1 (Reg. No. 33-62766) (the "Registration
                               Statement").)

                    3.2        By-Laws of the Company (incorporated by reference
                               to Exhibit 3.2 to the  Registration Statement).

                    10.1       The Amended and Restated N-Viro International
                               Corporation Stock Option Plan (incorporated by
                               reference to Form S-8 filed May 9, 2000).

                    10.2       Employment Agreement, dated December 2, 1999,
                               between N-Viro International Corporation and J.
                               Patrick Nicholson (incorporated by reference to
                               Exhibit 1 to the Form 8-K dated December 2,
                               1999).

                    10.3       Transitional Consulting and Sales Representative
                               Agreement, dated September 2, 1993, and amended
                               January 1, 1994, between N-Viro International
                               Corporation and Bobby B. Carroll (incorporated by
                               reference to Exhibit 10.102 to Amendment No. 1 to
                               the Registration Statement).

                    10.4       Employment Agreement, dated June 14, 1999,
                               between N-Viro International Corporation and
                               Terry J. Logan (incorporated by reference to
                               Exhibit 1 to the Form 8-K dated June 30, 1999)

                    13         2000 Executive Review (as exhibit in Form 10-K
                               filed electronically)

                    21.1       List of subsidiaries of the Company.#

                    24.1       Powers of Attorney.#

                             #Only included in Form 10-K filed electronically
                               with the Securities and Exchange Commission

(b)                 REPORTS ON FORM 8-K

                           The Company filed a report on Form 8-K dated November
                    28, 2000, to disclose the filing of a lawsuit in U.S.
                    District Court for the Northern District of Ohio, Western
                    Division against Hydropress Environmental Services, Inc.

(c)                 The exhibits listed in Item 14(a)(3) are filed with this
                    Form 10-K.


                                       23
<PAGE>   51



(d)      FINANCIAL STATEMENTS OF SUBSIDIARIES NOT CONSOLIDATED

                              FLORIDA N-VIRO, L.P.
                              --------------------

                                Table of Contents
                                -----------------

                                                                 Page
                                                                 ----

Independent Auditor's Report                                      E-1

Balance Sheets                                                  E-2-3

Statement of Income (Loss) and Partners' Capital                  E-4

Statement of Cash Flows                                           E-5

Notes to Financial Statements                                   E-6-9

                                       24
<PAGE>   52



      [letterhead - "Joseph M. Cahill, Ltd. - Certified Public Accountant"]





                                               February 14, 2001


                          INDEPENDENT AUDITOR'S REPORT

To the Partners
Florida N-Viro, L.P.
West Chester, Pennsylvania

I have audited the accompanying balance sheets of Florida N-Viro, L.P., (a
Limited Partnership), as of December 31, 2000 and 1999, and the related
statements of income (loss) and partners' capital, and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Florida N-Viro, L.P. as of December
31, 2000 and 1999, and the results of operations and cash flows for the years
then ended in conformity with generally accepted accounting principles.

JMC/rb

                                         /s/ Joseph M. Cahill, Ltd.









  [letterhead - "189 W. Lancaster Avenue Paoli, Pennsylvania 19301 610 889 3300
                               Fax 610 889 3303"]

                                      E-1
<PAGE>   53



                              FLORIDA N-VIRO, L.P.
                              --------------------

                                 Balance Sheets
                                 --------------

                           December 31, 2000 and 1999
                           --------------------------

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                             2000                 1999
                                                                      -------------------- --------------------
<S>                                                                           <C>                <C>
        Current Assets:
                      Cash                                                  $       6,769        $     121,538
                      Receivables:
                           Trade                                                  355,095              226,902
                           Related party                                                -               14,387
                      Prepaid Expenses                                             25,786               30,310
                                                                      -------------------- --------------------
                      Total Current Assets                                        387,650              393,137

        Property and Equipment

                      Land                                                        147,163              147,163
                      Site improvements                                           285,519              123,159
                      Building                                                  1,183,169            1,183,169
                      Operating equipment                                       1,262,387              960,878
                      Furniture and fixtures                                       13,215                9,718
                                                                      -------------------- --------------------
                                                                                2,891,453            2,424,087

                      Less Accumulated Depreciation                               620,629              418,658
                                                                      -------------------- --------------------

                      Total Property and Equipment                              2,270,824            2,005,429
                                                                      -------------------- --------------------

Total Assets                                                                $   2,658,474        $   2,398,566
                                                                      ==================== ====================
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                      E-2
<PAGE>   54



                              FLORIDA N-VIRO, L.P.
                              --------------------

                                 Balance Sheets
                                 --------------

                           December 31, 2000 and 1999
                           --------------------------

                        Liabilities and Partners' Capital
                        ---------------------------------

<TABLE>
<CAPTION>
                                                                                       2000           1999
                                                                                   -------------- -------------
<S>                                                                                   <C>           <C>
          Current Liabilities:

                 Payables:
                        Trade                                                         $  354,655    $  505,602
                        Related party                                                    200,073         5,000
                 Notes payable - current                                                 111,942        56,445
                 Notes payable - related party                                           340,000             -
                 Accrued expenses                                                        164,245       180,688
                                                                                   -------------- -------------

          Total Current Liabilities                                                    1,170,915       747,735

          Long-term Liabilities:
                 Notes Payable                                                           173,629        79,498
                                                                                   -------------- -------------

                 Total Liabilities                                                     1,344,544       827,233

          Partners' Capital                                                            1,313,930     1,571,333
                                                                                   -------------- -------------

Total Liabilities and Partners' Capital                                               $2,658,474    $2,398,566
                                                                                   ============== =============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      E-3
<PAGE>   55



                              FLORIDA N-VIRO, L.P.
                              --------------------

                Statements of Income(Loss) and Partners' Capital
                ------------------------------------------------

                 For the years ended December 31, 2000 and 1999
                 ----------------------------------------------

<TABLE>
<CAPTION>
                                                                          2000                  1999
                                                                  --------------------- ---------------------
<S>                                                                      <C>                   <C>
Revenues                                                                 $   2,777,606        $    1,498,821

Cost of sales                                                                2,802,843             1,498,425
                                                                  --------------------- ---------------------

                Gross profit (loss)                                            (25,237)                  396

Selling General and Administrative                                             200,750               139,264
                                                                  --------------------- ---------------------

             Income (loss) from operations                                    (225,987)             (138,868)

Other income (expense)
                Interest income                                                    428                 2,204
                Interest expense                                               (31,843)               (2,022)
                                                                  --------------------- ---------------------

                  Total other income (expense)                                 (31,415)                  182
                                                                  --------------------- ---------------------

Net Income (loss)                                                             (257,402)             (138,686)

Beginning partners' capital                                                  1,571,333             1,695,019

             Capital contribution                                                    -                15,000
                                                                  --------------------- ---------------------

Ending partners' capital                                                 $   1,313,931         $   1,571,333
                                                                  ===================== =====================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      E-4
<PAGE>   56



                              FLORIDA N-VIRO, L.P.
                              --------------------

                            Statements of Cash Flows
                            ------------------------

                 For the years ended December 31, 2000 and 1999
                 ----------------------------------------------

<TABLE>
<CAPTION>
                                                                                2000                 1999
                                                                         -------------------- --------------------
<S>                                                                            <C>                  <C>
Cash flows from operating activities
        Net income (loss)                                                      $   (257,402)        $   (138,686)
     Adjustments to reconcile net income
           to net cash provided by operating
           activities:
                 Depreciation                                                       201,971              132,765
             (Increase) decrease in:
                Accounts receivable-trade                                          (128,193)             (97,405)
                Accounts receivable-related party                                    14,387               93,029
                Prepaid expenses                                                      4,524              (24,436)

             Increase (decrease) in:
                Accounts payable-trade                                             (150,947)             221,310
                Accounts payable-related party                                      195,073                5,000
                Accrued expenses                                                    (16,443)              59,363
                                                                         -------------------- --------------------

Net cash provided (used) by
           operating activities                                                    (137,030)             250,940

Cash flows from investing activities
        Acquisition of property and equipment                                      (467,365)            (344,023)
                                                                         -------------------- --------------------

Net cash provided (used) by
           investing activities                                                    (467,365)            (344,023)

Cash flows from financing activities
        Proceeds from new borrowings                                                571,260              198,452
        Proceeds from contributed capital                                                 -               15,000
        Payments on long-term debt                                                  (81,634)             (38,719)
                                                                         -------------------- --------------------

Net cash provided (used) by
          financing activities                                                      489,626              174,733
                                                                         -------------------- --------------------

Net increase (decrease) in cash and cash equivalents                               (114,769)              81,650

Cash and cash equivalents at beginning of year                                      121,538               39,888
                                                                         -------------------- --------------------

Cash and cash equivalents at end of year                                       $      6,769         $    121,538
                                                                         ==================== ====================

Supplemental disclosure for cash flows
     Interest paid                                                             $     31,843         $      2,022
                                                                         ==================== ====================
</TABLE>

                                      E-5

   The accompanying notes are an integral part of these financial statements.


<PAGE>   57


                              FLORIDA N-VIRO, L.P.
                              --------------------

                          Notes to Financial Statements
                          -----------------------------

                           December 31, 2000 and 1999
                           --------------------------

Note A - Background
-------------------

         BUSINESS ACTIVITIES - Florida N-Viro, L.P. was formed January 1, 1996
         as a Delaware Limited Partnership under the Delaware Revised Limited
         Partnership Act. The Partnership has entered into a patent and
         technology agreement with N-Viro International Corporation for the
         exclusive, royalty free, use in Florida of certain systems/processes
         for the treatment and remediation of wastewater sludge. The Partnership
         operates from its Ft. Meade and Volusia, Florida facilities.

         The Partnership consists of one general partner, Florida N-Viro Limited
         Liability Corporation, a Delaware limited liability corporation, and
         two limited partners: VFL Technology Corporation and N-Viro
         International Corporation. The general partner is a limited liability
         corporation that has limited resources and is responsible for the
         liabilities of the partnership beyond the capital contributed by the
         limited partners.

         The Partnership agreement terminates on December 31, 2026.

Note B - Summary of Accounting Principles
-----------------------------------------

1.       METHOD OF ACCOUNTING AND USE OF ESTIMATES - The financial statements
         are prepared using the accrual basis of accounting. Generally accepted
         accounting principles requires management to make estimates and
         assumptions that affect the reported amounts of assets and liabilities
         at the date of the financial statements, and the reported amounts of
         revenues and expenses during the reporting period. Actual results could
         differ from the estimates.

2.       CASH AND CASH EQUIVALENTS - The Partnership considers all short-term
         investments with an original maturity of three months or less to be
         cash equivalents.

3.       PROPERTY AND EQUIPMENT - Property and equipment, carried at cost, are
         depreciated over the estimated useful life of the related assets.
         Depreciation is computed principally by the straight-line method. The
         estimated useful lives used in computing depreciation are summarized as
         follows:

                                                       Years of Useful Life
                                                   -----------------------------

                  Operating equipment                          5-10
                  Furniture and fixtures                       5-7

                                       E-6

<PAGE>   58


                              FLORIDA N-VIRO, L.P.
                              --------------------

                    Notes to Financial Statements (continued)
                    -----------------------------------------

                  Site improvements                                     15
                  Buildings                                             39


         Depreciation amounted to $201,973 and $132,765 for 2000 and 1999,
respectively.

         Maintenance, repairs and expenditures for renewals and betterments not
         determined to extend the useful life or to increase materially the
         productivity of the properties to which they are applied are charged to
         income as incurred. Other renewals and betterments are capitalized.

         It is the policy of the Partnership generally to eliminate from the
         accounts the cost and related allowances for depreciation applicable to
         assets retired or otherwise disposed of, charging or crediting to
         income the differences between depreciation cost and the proceeds of
         sale or salvage.

4.       INCOME TAXES - No provision for income taxes is required since the
         partners report their proportionate share of partnership taxable income
         or loss on their respective income tax returns. Such income or losses
         are proportionately allocated to the partners based upon their
         ownership interests.

5.       ADVERTISING - The Partnership follows the policy of charging the costs
         of advertising to expense as incurred.

         Advertising expense for 2000 is $6,359. There was no advertising
         expense for 1999.

6.       RECLASSIFICATIONS - Certain reclassifications were made to the 1999
         financial statements presentation in order to conform to the 2000
         financial statements presentation.

Note C - Related Parties
------------------------

         VFL Technology Corporation charged the Partnership $23,556 in 2000 for
         certain operating and engineering services.

         The Partnership has a fee sharing arrangement with N-Viro International
         Corporation for services provided to certain customers. The
         Partnership's share of these fees was approximately $34,269 for 2000
         and $37,800 for 1999.


                                       E-7
<PAGE>   59

                              FLORIDA N-VIRO, L.P.
                              --------------------

                    Notes to Financial Statements (continued)
                    -----------------------------------------

         The Partnership had the following receivable balances due as of
December 31, from its partners:

<TABLE>
<CAPTION>
                                                     2000                 1999
                                              ------------------- ----------------------
<S>                                                       <C>                  <C>
              General Partner                             $    -               $      -
              Limited Partners                                 -                 14,387
                                              ------------------- ----------------------
                                                          $    -               $ 14,387
                                              =================== ======================
</TABLE>

         The Partnership had payable balances due the general partner and
         limited partners as of December 31, 2000 and 1999 of $200,073 and
         $5,000, respectively.

         As of December 31, 2000, the Partnership had notes due to the limited
         partners, payable on demand and bearing interest of 9.75% accrued
         monthly.

Note D - Concentration of Credit Risk
-------------------------------------

         In the normal course of business, the Partnership extends credit to
         customers principally in the State of Florida. The Partnership does not
         provide an allowance for doubtful accounts since it expects to collect
         all of its accounts receivable.

         The Partnership conducts a major portion of its business with several
         customers. For the year ended December 31, 2000, six customers
         accounted for 77% of total revenue. For 1999, four customers accounted
         for 78% of revenue.

         The Partnership maintains its operating checking account at a bank
         located in Southeastern Pennsylvania. The balance in this account may
         at times exceed the federally insured limit of $100,000.

NOTE E - LONG-TERM NOTES PAYABLE
--------------------------------

Long-term notes payable consist of the following:

<TABLE>
<CAPTION>
                                                           2000                 1999
                                                    ------------------- ----------------------
<S>                                                           <C>                    <C>
   8.97% Note payable to bank, monthly payments of
  $745, including interest, secured by automobile,
                                      due May 2002            $ 11,193               $ 18,755
</TABLE>

                                      E-8
<PAGE>   60

                              FLORIDA N-VIRO, L.P.
                              --------------------

                    Notes to Financial Statements (continued)
                    -----------------------------------------

<TABLE>
<CAPTION>
                                                           2000                 1999
                                                    ------------------- ----------------------

<S>                                                             <C>                    <C>
   9.54% Note payable to bank, monthly payments of
 $2,550, including interest, secured by equipment,
                                  due October 2001              26,837                 53,729
   9.25% Note payable to bank, monthly payments of
 $2,245, including interest, secured by equipment,
                                   due August 2003              41,468                 63,459
 10.037% Note payable to bank, monthly payments of
 $2,353, including interest, secured by equipment,
                                     due July 2001              13,711                      -
 10.007% Note payable to bank, monthly payments of
 $2,445, including interest, secured by equipment,
                                     due June 2005             105,965                      -
 10.257% Note payable to bank, monthly payments of
 $2,279, including interest, secured by equipment,
                                  due October 2004              86,397                      -
                                                    ------------------- ----------------------

                              Total Long Term Debt            $285,571               $135,943
                           Less current maturities             111,942                 56,445
                                                    ------------------- ----------------------

                                                              $173,629               $ 79,498
                                                    =================== ======================
</TABLE>

Maturities of Long Term Debt are as follows:

                          2001                                $111,942
                          2002                                  63,431
                          2003                                  47,731
                          2004                                  48,216
                          2005                                  14,251
                                                         --------------
                                                              $285,571
                                                         ==============



                                      E-9
<PAGE>   61


                              FLORIDA N-VIRO, L.P.
                              --------------------

                                Table of Contents
                                -----------------





<TABLE>
<CAPTION>
                                                                                                              Page
                                                                                                              ----
<S>                                                                                                        <C>
Independent Auditor's Report                                                                                  E-10

Balance Sheets                                                                                             E-11-12

Statement of Income (Loss) and Partners' Capital                                                              E-13

Statement of Cash Flows                                                                                       E-14

Notes to Financial Statements                                                                              E-15-17
</TABLE>



                                       25

<PAGE>   62


      [letterhead - "joseph m cahill, ltd. - certified public accountant"]





                                                               February 21, 2000


                          INDEPENDENT AUDITOR'S REPORT


To the Partners
Florida N-VIRO, L.P.
West Chester, Pennsylvania


I have audited the accompanying balance sheets of Florida N-VIRO, L.P., (a
Limited Partnership), as of December 31, 1999 and 1998, and the related
statements of income (loss) and partners' capital, and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Florida N-VIRO, L.P. as of December
31, 1999 and 1998, and the results of operations and cash flows for the years
then ended in conformity with generally accepted accounting principles.



JMC/rb




                                                      /s/ Joseph M. Cahill, Ltd.






        [letterhead - "189 w. lancaster avenue paoli, pennsylvania 19301
                        610 889 3300 fax 610 889 3303"]




                                      E-10
<PAGE>   63


                              FLORIDA N-VIRO, L.P.
                              --------------------

                                 Balance Sheets
                                 --------------

                           December 31, 1999 and 1998
                           --------------------------

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                1999                1998
                                                             ------------------------------
<S>                                                          <C>                 <C>
        Current Assets
                      Cash                                   $  121,538          $   39,888
                      Receivables:
                           Trade                                226,902             129,497
                           Related party                         14,387             107,416
                      Prepaid Expenses                           30,310               5,874
                                                             ------------------------------
                      Total Current Assets                      393,137             282,675

        Property and Equipment
                      Land                                      147,163             147,163
                      Site improvements                         123,159              45,965
                      Building                                1,383,169           1,383,169
                      Operating equipment                       760,878             497,695
                      Furniture and fixtures                      9,718               6,072
                                                             ------------------------------
                                                              2,424,087           2,080,064

                      Less Accumulated Depreciation             418,658             285,893
                                                             ------------------------------

                      Total Property and Equipment            2,005,429           1,794,171
                                                             ------------------------------

Total Assets                                                 $2,398,566          $2,076,846
                                                             ==============================
</TABLE>









   The accompanying notes are an integral part of these financial statements.


                                      E-11
<PAGE>   64


                              FLORIDA N-VIRO, L.P.
                              --------------------

                                 Balance Sheets
                                 --------------

                           December 31, 1999 and 1998
                           --------------------------

                        LIABILITIES AND PARTNERS' CAPITAL
                        ---------------------------------



<TABLE>
<CAPTION>
                                                          1999                1998
                                                       ------------------------------
<S>                                                    <C>                 <C>
          Current Liabilities

                 Payables:
                        Trade                          $  456,141          $  234,831
                        Related party                       5,000                --
                 Current portion note payable             105,906               6,917
                 Accrued expenses                         180,688             121,325
                                                       ------------------------------

          Total Current Liabilities                       747,735             363,073

          Note Payable, Less Current Portion               79,498              18,754

          Partners' Capital                             1,571,333           1,695,019
                                                       ------------------------------

Total Liabilities and Partners' Capital                $2,398,566          $2,076,846
                                                       ==============================
</TABLE>













   The accompanying notes are an integral part of these financial statements.


                                      E-12
<PAGE>   65


                              FLORIDA N-VIRO, L.P.
                              --------------------

                Statements of Income(Loss) and Partners' Capital
                ------------------------------------------------

                 For the years ended December 31, 1999 and 1998
                 ----------------------------------------------



<TABLE>
<CAPTION>
                                                            1999                  1998
                                                        ---------------------------------
<S>                                                     <C>                   <C>
Revenues                                                $ 1,498,821           $   906,130

Cost of sales                                             1,498,425               975,600
                                                        ---------------------------------

                Gross profit (loss)                             396               (69,470)

Selling General and Administrative                          139,264                60,266
                                                        ---------------------------------

             Income (loss) from operations                 (138,868)             (129,736)

Other income (expense)
                Interest income                               2,204                 1,194
                Interest expense                             (2,022)               (1,679)
                                                        ---------------------------------

                  Total other income (expense)                  182                  (485)
                                                        ---------------------------------

Net Income (loss)                                          (138,686)             (130,221)

Beginning partners' capital                               1,695,019             1,825,240

             Capital contribution                            15,000                  --
                                                        ---------------------------------

Ending partners' capital                                $ 1,571,333           $ 1,695,019
                                                        =================================
</TABLE>










   The accompanying notes are an integral part of these financial statements.


                                      E-13
<PAGE>   66


                              FLORIDA N-VIRO, L.P.
                              --------------------

                            Statements of Cash Flows
                            ------------------------

                 For the years ended December 31, 1999 and 1998
                 ----------------------------------------------

<TABLE>
<CAPTION>
                                                                 1999               1998
                                                              -----------------------------
<S>                                                           <C>                 <C>
Cash flows from operating activities
        Net income (loss)                                     $(138,686)          $(130,221)
     Adjustments to reconcile net income
           to net cash provided by operating
           activities:
                 Depreciation                                   132,765             100,507
             (Increase) decrease in:
                Accounts receivable-trade                       (97,405)            (68,881)
                Accounts receivable-related party                93,029              17,281
                Prepaid expenses                                (24,436)              3,506

             Increase (decrease) in:
                Accounts payable-trade                          221,310             106,147
                Accounts payable-related party                    5,000             (21,523)
                Accrued expenses                                 59,363              21,804
                                                              -----------------------------

Net cash provided (used) by
           operating activities                                 250,940              28,620

Cash flows from investing activities
        Acquisition of property and equipment                  (344,023)            (41,223)
                                                              -----------------------------

Net cash provided (used) by
           investing activities                                (344,023)            (41,223)

Cash flows from financing activities
        Proceeds from new borrowings                            198,452              29,950
        Proceeds from contributed capital                        15,000                --
        Payments on long-term debt                              (38,719)             (4,279)
                                                              -----------------------------

Net cash provided (used) by
          financing activities                                  174,733              25,671
                                                              -----------------------------

Net increase (decrease) in cash and cash equivalents             81,650              13,068

Cash and cash equivalents at beginning of year                   39,888              26,820
                                                              -----------------------------

Cash and cash equivalents at end of year                      $ 121,538           $  39,888
                                                              =============================

Supplemental disclosure for cash flows
     Interest paid                                            $   2,022           $   1,680
                                                              =============================
</TABLE>



   The accompanying notes are an integral part of these financial statements.



                                      E-14
<PAGE>   67



                              FLORIDA N-VIRO, L.P.
                              --------------------

                          Notes to Financial Statements
                          -----------------------------

                           December 31, 1999 and 1998
                           --------------------------

Note A - Background
-------------------

         BUSINESS ACTIVITIES - Florida N-Viro, L.P. formed January 1, 1996 as a
         Delaware Limited Partnership under the Delaware Revised Limited
         Partnership Act. The Partnership has entered into a patent and
         technology agreement with N-Viro International Corporation for the
         exclusive, royalty free, use in Florida of certain systems/processes
         for the treatment and remediation of wastewater sludge. The Partnership
         operates from its Ft. Meade and Volusia, Florida facilities.

         The Partnership consists of one general partner, Florida N-Viro Limited
         Liability Corporation, a Delaware limited liability corporation, and
         two limited partners: VFL Technology Corporation and N-Viro
         International Corporation. The general partner is a limited liability
         corporation that has limited resources and is responsible for the
         liabilities of the partnership beyond the capital contributed by the
         limited partners.

         The Partnership agreement terminates on December 31, 2026.

Note B - Summary of Accounting Principles
-----------------------------------------

1.       METHOD OF ACCOUNTING AND USE OF ESTIMATES - The financial statements
         are prepared using the accrual basis of accounting. Generally accepted
         accounting principles requires management to make estimates and
         assumptions that affect the reported amounts of assets and liabilities
         at the date of the financial statements, and the reported amounts of
         revenues and expenses during the reporting period. Actual results could
         defer from the estimates.

2.       CASH AND CASH EQUIVALENTS - The Partnership considers all short-term
         investments with an original maturity of three months or less to be
         cash equivalents.

3.       PROPERTY AND EQUIPMENT - Property and equipment, carried at cost, are
         depreciated over the estimated useful life of the related assets.
         Depreciation is computed principally by the straight-line method. The
         estimated useful lives used in computing depreciation are summarized as
         follows:

                                                       Years of Useful Life
                                                       --------------------

                  Operating equipment                          7-10
                  Furniture and fixtures                        5-7




                                      E-15
<PAGE>   68


                              FLORIDA N-VIRO, L.P.
                              --------------------

                    Notes to Financial Statements (continued)
                    -----------------------------------------


                  Site improvements                                      15
                  Buildings                                              39


         Depreciation amounted to $132,765 and $100,507 for 1999 and 1998,
         respectively.

         Maintenance, repairs and expenditures for renewals and betterments not
         determined to extend the useful life or to increase materially the
         productivity of the properties to which they are applied are charged to
         income as incurred. Other renewals and betterments are capitalized.

         It is the policy of the Partnership generally to eliminate from the
         accounts the cost and related allowances for depreciation applicable to
         assets retired or otherwise disposed of, charging or crediting to
         income the differences between depreciation cost and the proceeds of
         sale or salvage.

4.       INCOME TAXES - No provision for income taxes is required since the
         partners report their proportionate share of partnership taxable income
         or loss on their respective income tax returns. Such income or losses
         are proportionately allocated to the partners based upon their
         ownership interests.

5.       ADVERTISING - The Partnership follows the policy of charging the costs
         of advertising to expense as incurred.

         There was no advertising expense for 1999 or 1998.

Note C - Related Parties
------------------------

         VFL Technology Corporation provides the Partnership with certain
         management, accounting, and engineering services without charge.

         The Partnership has a fee sharing arrangement with N-Viro International
         Corporation for services provided to several customers. The
         Partnership's share of these fees was approximately $37,800 for 1999
         and $32,500 for 1998.

         The Partnership had the following receivable balances due as of
December 31, from its partners:

                                                  1999                  1998
                                                -------               --------
              General Partner                   $    --               $     --
              Limited Partners                   14,387                107,416
                                                -------               --------
                                                $14,387               $107,416
                                                =======               ========




                                      E-16
<PAGE>   69


                              FLORIDA N-VIRO, L.P.
                              --------------------

                    Notes to Financial Statements (continued)
                    -----------------------------------------


         The Partnership had payable balances due the general partner as of
         December 31, 1999 of $5,000. There was no payable balance due as of
         December 31, 1998.

Note F - Concentration of Credit Risk
-------------------------------------

         In the normal course of business, the Partnership extends credit to
         customers principally in the State of Florida. The Partnership does not
         provide an allowance for doubtful accounts since it expects to collect
         all of its accounts receivable.

         The Partnership conducts a major portion of its business with several
         customers. For the year ended December 31, 1999, six customers
         accounted for 78% of total revenue. For 1998, four customers accounted
         for 87% of revenue.

         The Partnership maintains its operating checking account at a bank
         located in Southeastern Pennsylvania. The balance in this account may
         at times exceed the federally insured limit of $100,000.

NOTE G - OPERATING LEASES
-------------------------

         The Partnership holds an operating lease for heavy equipment. The
         future minimum lease payments are:

                                  2000  $ 11,995
                                        ========


NOTE H - LONG-TERM NOTES PAYABLE
--------------------------------

         9.54% Note payable to bank, monthly payments
         of $2,550, including interest, secured by
         equipment, due October 2001                       $26,837

         9.25% Note payable to bank, monthly payments
         of $2,245, including interest, secured by
         equipment, due August 2003                        $41,468

         8.97% Note payable to bank, monthly payments
         of $745, including interest, secured by
         automobile, due May 2002                          $11,193
                                                           -------

                                                                       $79,498
                                                                       =======



                                      E-17

<PAGE>   70


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 2 to be
signed on its behalf by the undersigned, thereunto duly authorized.

<TABLE>
<CAPTION>
<S>                                              <C>
                                                 N-VIRO INTERNATIONAL CORPORATION

Dated: April 11, 2001

                                                 By: /s/  J. Patrick Nicholson*
                                                    ---------------------------------------------------------
                                                     J. Patrick Nicholson, President, Chairman and
                                                     Chief Executive Officer
                                                     (Principal Executive Officer)


         Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Dated: April 11, 2001

/s/  J. Patrick Nicholson*                                /s/  James D. O'Neil*
------------------------------------------------          ---------------------------------------------------
J. Patrick Nicholson, President, Chairman,                James D. O'Neil, Director
Chief Executive Officer and Director
(Principal Executive Officer)


/s/  Terry J. Logan, Ph.D.*                               /s/  Charles B. Kaiser, Jr.*
------------------------------------------------          ---------------------------------------------------
Terry J. Logan, Ph.D., Chief Operating Officer            Charles B. Kaiser, Jr., Director
and Director


/s/  James K. McHugh                                      /s/  R. Francis DiPrete*
------------------------------------------------          ---------------------------------------------------
James K. McHugh                                           R. Francis DiPrete, Director
Chief Financial Officer, Secretary and Treasurer
(Principal Financial and Accounting Officer)


/s/  Wallace G. Irmscher*                                 /s/  Michael G. Nicholson*
------------------------------------------------          ---------------------------------------------------
Wallace G. Irmscher, Director                             Michael G. Nicholson, Director


/s/  B.K. Wesley Copeland*                                /s/  Bobby B. Carroll*
------------------------------------------------          ---------------------------------------------------
B.K. Wesley Copeland, Director                            Bobby B. Carroll, Director


/s/  Daniel J. Haslinger*                                 *By: /s/  James K. McHugh
------------------------------------------------          ---------------------------------------------------
Daniel J. Haslinger, Director                             James K. McHugh, Attorney-in-Fact
</TABLE>

                                       26