<PAGE>   1
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                                 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, 1999
                                       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 ____

                  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 24, 2000, was approximately $8,755,000.

                  The number of shares of Common Stock of the registrant
outstanding as of March 24, 2000, was 2,632,483.

                       DOCUMENTS INCORPORATED BY REFERENCE
                  Portions of the Registrant's definitive proxy statement for
the annual shareholders' meeting to be held May 11, 2000 are incorporated by
reference into Part III.

                  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. [ ]


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                                      INDEX

<TABLE>
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<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                       11
                                 Holders

                                     PART II

             Item 5.             Market for Registrant's Common Equity and                         12
                                 Related Stockholder Matters

             Item 6.             Selected Financial Data                                           12

             Item 7.             Management's Discussion and Analysis of                           13
                                 Financial Condition and Results of Operations

             Item 7A.            Quantitative and Qualitative Disclosures                          19
                                 About Market Risk

             Item 8.             Financial Statements and Supplementary Data                       20

             Item 9.             Changes in and Disagreements with Accountants                     21
                                 on Accounting and Financial Disclosure

                                    PART III

             Item 10.            Directors and Executive Officers of the                           21
                                 Registrant

             Item 11.            Executive Compensation                                            21

             Item 12.            Security Ownership of Certain Beneficial Owners                   21
                                 and Management

             Item 13.            Certain Relationships and Related Transactions                    21

                                     PART IV

             Item 14.            Exhibits, Financial Statement Schedules, and                      22
                                 Reports on Form 8-K
</TABLE>



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                                     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 Section 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
totalling $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 Section 503 Sludge
Regulations under the Clean Water Act of 1987 (the "Section 503 Sludge
Regulations"), 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 75 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



                                       2
<PAGE>   4

over 140,000 dry tons per year. 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 35% of the Company's total revenue. The Company processes
Toledo's bio-solids 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 twelfth 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 Sludge Regulations.

         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. Initially, the
Company required licensees to buy all alkaline admixtures from the Company. This
requirement has been eliminated by increasing the royalty or professional
services revenue to offset the lost revenue from alkaline sales.

         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"), formerly a wholly-owned subsidiary
of the Company. In 1999 the Company spent approximately $39,000 on testing of
the process, and considers its relationship with BioCheck to be satisfactory.

         In 1999 the Company spent approximately $185,000 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 and his staff at The Ohio
State University pursuant to a consulting arrangement with the Company. Through
June 30, 1999, Dr. Logan acted as an independent consultant to the Company on a
part-time basis and is a director of the Company. Effective July 1, 1999, Dr.
Logan is 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 Laboratories, have contracts with the
Company, protecting its rights.

         In addition, the United States Department of Agriculture (the "USDA")
and the Ohio Coal Development Authority (the "OCDA") have provided substantial
grants to N-Viro International, Rodale Institute, and Compost Council (USDA),
and to BioCheck (OCDA), to demonstrate the effectiveness of compost and
bio-mineral technology on manure (USDA) and ash utilization or bio-mineral
processes (OCDA). These grants have funded approximately $323,000 in 1999 and
$141,000 in 1998.

         The Company's initial pasteurization patents have over eight years of
patent life remaining. Newer technologies for accelerated stabilization and use
of carbon dioxide have a longer life cycle. Three patents, including patents
regarding manure and pine technologies, were applied for in 1999 and are
currently pending.

         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. The Company's "BioBlend", which uses N-Viro
Soil as a reagent to accelerate and deodorize yard waste composting, is expected
to be fully integrated into Middlesex County operations in 2000.

         In late 1997, N-Viro was awarded a grant from USDA to build a pilot
plant at Beltsville, Maryland, to demonstrate the ability of both old and new
N-Viro technology to disinfect animal manure pathogens, fixate their metals,
reduce their odors and most importantly, immobilize soluble nutrients to prevent
water pollution. The facility was "on-line" in the summer of 1998. In August of
1999, this grant was extended through December, 2000 for a total commitment by
the USDA of approximately $642,000.

         In early 1999, N-Viro was awarded a grant for approximately $73,000
from the State of Maryland Department of Business and Economic Development. The
funds will be used to conduct research on the utilization and marketability of
alkaline treated animal manure for reclamation of acid sulfate soils in the
State of Maryland.

ORGANIZATION

         Domestic Sales and Marketing and Management of the Toledo, Ohio
facility is directed by the Company's Vice-President of Sales and Marketing and
assisted by sales and marketing personnel who coordinate their actions within
the network of manufacturers representatives. Staff personnel are responsible
for the sales and promotions of the N-Viro Process in assigned states.
International Sales and Marketing is directed by the Company's Chief Executive
Officer.

         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:



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--------------------------------------------------------------------------------
                                   The Agents
--------------------------------------------------------------------------------

            Agent                                      Territory
--------------------------------------      ------------------------------------
  N-Viro Systems Canada, Inc................Canada
  Nesher Israel Cement, Ltd.................Israel
  Bio-Recycle Pty. Ltd......................Australia, New Zealand and Singapore

         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 1998, the Company acquired the territorial rights from Synagro
Technologies, Inc., for the states of Arizona, Arkansas, Louisiana, New Mexico,
Oklahoma and Texas. This territory was acquired by a termination of the existing
agency agreement and concurrently agreeing to a new license agreement.

         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 an exclusive supply of alkaline materials
with a competitive market cap.

         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.

         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.



                                       5
<PAGE>   7

         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 levels; for
example, permitted Class B fecal coliform levels are 2,000 times higher than
Class A levels.

         "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 1999, 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 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 amended (the
"Clean Air 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.



                                       6
<PAGE>   8

         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 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.

         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.

         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.



                                       7
<PAGE>   9

         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 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.

         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, 1999, the Company had 17 employees in the following
capacities: 7 engaged in sales and marketing; 5 in finance and administration;
and 5 in operations. The Company considers its relationships with its employees
to be satisfactory.



                                       8
<PAGE>   10


         The Company is a party to a collective bargaining agreement covering
certain employees of National N-Viro Tech, Inc., a wholly-owned subsidiary of
the Company. The employees that are covered by the collective bargaining
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, Chauffers,
Warehouseman and Helpers Local Union No. 20, and the Company considers its
relationships with the organization to be satisfactory. At present, the
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, 1999, 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 ten
largest N-Viro facilities through December 31, 1999.

     ---------------------------------------------------------------------------
                 Facility Location         proximate Sludge Processing Volume
                                                    (dry tons/year)
     ---------------------------------------------------------------------------
     Middlesex County, New Jersey                        56,600
     ---------------------------------------------------------------------------

     Phillipsburg, New Jersey                            25,000
     ---------------------------------------------------------------------------
     Syracuse, New York                                  10,200
     ---------------------------------------------------------------------------
     Wilmington, Delaware                                 9,200
     ---------------------------------------------------------------------------
     Toledo, Ohio                                         8,500
     ---------------------------------------------------------------------------
     Ft. Meade/Volusia Cty., Florida                      6,100
     ---------------------------------------------------------------------------
     Greenville, South Carolina                           4,000
     ---------------------------------------------------------------------------
     Anderson, Indiana                                    2,500
     ---------------------------------------------------------------------------
     Minneapolis, Minnesota                               2,000
     ---------------------------------------------------------------------------
     Bossier City, Lousiana                               1,900
     ---------------------------------------------------------------------------

         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 and the Fort
Meade, Florida facility which has been owned jointly by the Company and VFL
Technologies, Ltd. since January 1996, after start-up in February 1995.

         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. Our
operating results can experience quarterly or annual variations due to business
cycles, seasonality and other factors. The market price for our common stock may
decrease if our operating results do not meet the expectations of the market.

         Currently, approximately 35% of the Company's revenue is from
management fee operations, 62% from domestic licenses and agreements, and the
remaining 3% from international sources. 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 our 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. We compete against companies in a highly competitive
market and we have fewer resources than most of those companies. Our business
competes within and outside the United States principally on the basis of the
following factors:
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------
      SEGMENT            Mgt. Fee Operations         Non-Mgt. Fee                  Non-Mgt. Fee
                                                   Operations- U.S.                Operations-
                                                                                  International
-------------------------------------------------------------------------------------------------
<S>                      <C>                     <C>                      <C>
   COMPETITIVE FACTORS           Price                   Price                   Price
-------------------------------------------------------------------------------------------------
                              Reliability             Reputation          Product quality and
                                                                             specifications
-------------------------------------------------------------------------------------------------
                          Product quality and     Product quality and        Custom design
                            specifications          specifications
-------------------------------------------------------------------------------------------------
                           Responsiveness to       Technical support      Equipment financing
                               customer                                        assistance
-------------------------------------------------------------------------------------------------
                           Technical support         Custom design         Technical support
-------------------------------------------------------------------------------------------------
                              Reputation          Equipment financing          Reputation
                                                      assistance
-------------------------------------------------------------------------------------------------
</TABLE>

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

         RISKS OF DOING BUSINESS IN OTHER COUNTRIES. We conduct business in
markets outside the United States, and we expect 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 our outlook for potential revenue there. We 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 liability partnership named
Florida N-Viro, LLP ("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%. Also contained in the Agreement was the issuance of a
$250,000 Promissory Note to the Company for an existing trade receivable due the
Company from VFL Technologies ("VFL"), the other partner in Florida N-Viro
Management, LLC. In October, 1998, the Promissory Note was cancelled, current
debts and receivables between the Company, VFL and Florida N-Viro were offset
and netted to a new Promissory Note for $100,000.

         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 $46,500 for MCO's
portion of royalties through the year ending December 31, 1999. 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., Plaintiff v. N-Viro International Corp., Defendant, bearing Case
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 which concerned issues that arose out of the subject
license agreement. Though the Complaint was filed with the Court, there was a
failure of 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
matter captioned Hydropress Environmental Services, Inc., Plaintiff v. N-Viro
International Corp., Defendant, Case No. 984573 then pending in the United
States District Court for the District of New Jersey; 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 Company stock that had been issued in connection with the
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 Settlement Agreement.

         On February 25, 2000, the Company filed with the United States District
Court, Northern District of Ohio, Eastern Division, a Complaint for Patent
Infringement and Jury Demand against the City of Warren, Ohio. The Company
believes that the City of Warren has directly and willfully infringed on patents
the Company owns, and is seeking judgements, an injunction and a recovery of
damages asserted. To date the Company has not received a response from the City
of Warren.

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

         None.



                                       11
<PAGE>   13

                                     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, 1998, was as follows:

--------------------------------------------------------------------------------
             Quarter                                High                Low
--------------------------------------------------------------------------------
First 1998                                         2 & 1/2            1 7/8
--------------------------------------------------------------------------------
Second 1998                                        3 & 1/16             2
--------------------------------------------------------------------------------
Third 1998                                         3 & 1/2           1 & 7/8
--------------------------------------------------------------------------------
Fourth 1998                                        2 & 3/8           1 & 7/32
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------

The Company's stock price closed at $4.5625 per share on March 24, 2000.

HOLDERS

         As of March 24, 2000, the number of holders of record of the Company's
Common Stock was approximately 1,450.

DIVIDENDS

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

UNREGISTERED SALES OF SECURITIES

         In March 1999 the Company reached an agreement with the Cooke Family
Trust to issue 100,000 shares of Common Stock. See Notes to the Financial
Statements contained in Item 8 hereof.

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, 1995, 1996, 1997, 1998 and 1999; and the
consolidated balance sheet data set forth below as of December 31, 1995, 1996,
1997, 1998 and 1999 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, 1995, 1996, 1997 and



                                       12
<PAGE>   14

1998, and Hausser + Taylor, LLP, independent auditors for the year ended
December 31, 1999. In the opinion of management, the financial data presented
below reflect all adjustments (which are of a normal recurring nature) 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>

-------------------------------------------------------------------------------------------------------
                                        12/31/99     12/31/98     12/31/97     12/31/96      12/31/95
-------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>          <C>           <C>          <C>
Revenues                                 $4,749       $3,929       $4,053       $3,624        $5,214
-------------------------------------------------------------------------------------------------------
Net income (loss)                           471         (373)         534         (193)       (1,815)
-------------------------------------------------------------------------------------------------------
Net income (loss) per share (1)           $0.18       $(0.15)       $0.23       $(0.09)       $(0.89)
-------------------------------------------------------------------------------------------------------
</TABLE>

BALANCE SHEET DATA  (IN THOUSANDS):
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------
                                        12/31/99     12/31/98     12/31/97      12/31/96     12/31/95
------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>          <C>           <C>          <C>
Total assets                             $4,772       $3,783       $4,423        $4,167       $5,062
------------------------------------------------------------------------------------------------------
Notes payable                              $352         $161         $278        $1,188       $1,540
------------------------------------------------------------------------------------------------------
Shareholder Advance                         $49          $47          n/a          $197          n/a
------------------------------------------------------------------------------------------------------
</TABLE>

(1) Per share amounts have been restated for a one-for-four reverse stock split
    effective October 31, 1995.


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) license and territory,
(ii) facility management and sludge processing, (iii) alkaline admixture, (iv)
royalty and (v) other revenues:
<TABLE>
<CAPTION>

                                                         FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------------------------------
                                                          1999               1998                1997
-------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                 <C>               <C>
Facility management and sludge processing                 33.8%              36.0%              33.6%
-------------------------------------------------------------------------------------------------------------
Royalty                                                   13.9%              16.4%              17.5%
-------------------------------------------------------------------------------------------------------------
License and territory fees                                16.0%              11.0%              10.6%
-------------------------------------------------------------------------------------------------------------
Alkaline admixture                                        26.2%              29.6%              34.3%
-------------------------------------------------------------------------------------------------------------
Other                                                     10.1%               7.0%               4.0%
-------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------
                                            Totals       100.0%             100.0%             100.0%
-------------------------------------------------------------------------------------------------------------
</TABLE>

         Facility management and sludge processing revenues are recognized under
contracts where the Company itself utilizes the N-Viro Process to treat sludge,
either pursuant to a fixed price contract or based on volumes of sludge
processed. Royalty revenues 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 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. The Company's policy is to record fully revenues
payable pursuant to agency and license agreements when the Company has fulfilled
substantially all of 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



                                       13
<PAGE>   15


Company has fulfilled substantially all of its obligations under the relevant
contract. Alkaline admixture revenues represent ongoing payments from licensees
arising from the sale and distribution of alkaline admixture by the Company and
the Agents to N-Viro facilities. Other revenues represent: N-Viro Soil sales,
research and development revenue, commissions earned on sales, rental of
equipment to a licensee or agent, or testing income. N-Viro Soil sales are
either through royalties from sales of N-Viro Soil sold by N-Viro facilities, or
through sales of N-Viro Soil sold directly by the Company.

         In 1996 the Company redrafted its standard technology license to
include all royalty and alkaline commission income in its on-going professional
services fee. This change allows licensees to directly acquire all alkaline
admixtures, providing such materials meet N-Viro specifications. Moreover, in
1996 the Company offered new and old licensees the opportunity to pre-pay
on-going professional services fees on a one-time up-front basis. A
present-value concept is used to determine the revenue on an up-front basis.

         Cost of goods sold expenses principally reflect sludge processing costs
(principally labor and equipment), costs of acquiring and transporting alkaline
admixture, and storage of N-Viro Soil.



                                       14
<PAGE>   16


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,
                                            1999        Percentage        1998        Percentage        1997
                                                          Change                        Change
                                       --------------- ------------- --------------- ------------- ---------------
<S>                                      <C>               <C>          <C>             <C>           <C>
COMBINED STATEMENT OF
OPERATIONS DATA:

Revenues                                    $   4,750         20.9%        $  3,929         (3.0%)       $  4,052

Cost of revenues                                2,245         19.2%           1,883          3.0%           1,829
                                       ---------------               ---------------               ---------------

Gross profit                                    2,505         22.4%           2,046         (8.0%)          2,223

Operating expenses                              1,977        (17.2%)          2,386         24.1%           1,923
                                       ---------------               ---------------               ---------------

Operating income (loss)                           528       *                  (340)      *                   300

Non-operating income (expense)                    (57)      *                   (33)      *                   (78)
                                       ---------------               ---------------               ---------------

Income (loss) before income tax
credits                                           471       *                  (373)      *                   222
Federal and state income tax credits
                                                    0       *                     0       *                  (312)
                                       ---------------               ---------------               ---------------

Net income (loss)                             $   471       *             $    (373)      *              $    534
                                       ===============               ===============               ===============


PERCENTAGE OF REVENUES:

Revenues                                       100.0%                        100.0%                         100.0%

Cost of revenues                                 47.3                          47.9                          45.1
                                       ---------------               ---------------               ---------------

Gross profit                                     52.7                          52.1                          54.9

Operating expenses                               41.6                          60.7                          47.5
                                       ---------------               ---------------               ---------------

Operating income (loss)                          11.1                          (8.6)                          7.4

Non-operating income (expense)                   (1.2)                         (0.9)                         (1.9)
                                       ---------------               ---------------               ---------------

Income (loss) before income tax
credits                                           9.9                          (9.5)                          5.5
Federal and state income tax credits              0.0                           0.0                          (7.7)
                                       ---------------               ---------------               ---------------

Net income (loss)                                9.9%                          (9.5%)                        13.2%
                                       ===============               ===============               ===============
</TABLE>

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



                                       15
<PAGE>   17

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 from $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 totalling $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 believes it is 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 Company, however, anticipates this operation to be profitable in
2000, as new contracts that were secured during 1999 and are generating net
gross profit are recognized for a full year. In mid-1999, Florida N-Viro started
up a new facility in Volusia County, Florida, and is currently planning on
expanding the Ft. Meade, Florida operation to a new site. 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.


COMPARISON OF YEAR ENDED DECEMBER 31, 1998 WITH YEAR ENDED DECEMBER 31, 1997

         Revenues decreased $123,000, or 3%, to $3,929,000 for the year ended
December 31, 1998 from $4,053,000 for the year ended December 31, 1997. The
decrease in revenue was due to the following: revenues from one-time



                                       16
<PAGE>   18

domestic license or international territory fees increased $5,000, to $433,000
for 1998 from $428,000 for 1997; revenues from existing on-line facilities
decreased $129,000 to $3,496,000 from $3,625,000 for 1997, as a result of a
decrease in royalty revenue from an existing licensee which expired in March,
1998. In 1998 the Company received approximately $100,000 in gross royalty
revenue from our European licensee, N-Viro Worldwide. Management is optimistic
that revenue in late 1998 will increase due to the successful completion of a
sludge processing project for a sub-licensee in the United Kingdom.

         Gross Profit decreased $178,000, or 8%, to $2,046,000 for the year
ended December 31, 1998 from $2,223,000 for the year ended December 31, 1997.
The decrease in gross profit was primarily due to a reduction of approximately
$172,000 in ongoing royalty revenue from an existing licensee. This revenue had
no associated cost of revenue, and the Company anticipates another $30,000
decrease from 1998 to 1999 as a sub-license expired on March 31, 1998. The
overall gross profit margin decreased to 52% from 55% for the year ended
December 31, 1997. This decrease in gross profit margin was primarily due to the
decrease in royalty revenue from an existing licensee which expired in March,
1998, and an increase in storage and shipping costs for the Toledo, Ohio
facility due to the unusually mild winter in early 1998. The gross profit margin
from existing on-line facilities decreased to 47% from 51% for 1997.

         Operating expenses increased 24% to $2,386,000 for the year ended
December 31, 1998 from $1,923,000 for the year ended December 31, 1997. In 1998,
the Company increased its efforts to sell and promote the Company and its
technology. The Company increased expenditures for salaries and employee
benefits by $178,000, as well as increasing sales, promotion, administrative
overhead and outside consultants expense totalling $176,000. Legal fees also
increased by $60,000. Also in 1998, the Company increased its commitment to
research and development efforts for $56,000, continuing its efforts to develop
new and improve on existing technologies. Also contributing to the increase in
1998 was the Company recognizing an expense of approximately $73,000 relating to
the 1994 acquisition of its Eastern U.S. agency held by Hydropress Environmental
Services, Inc. See Notes to the Financial Statements contained in Item 8 hereof.
These operating expenses were offset by a decrease in bad debt expense of
$128,000, which was a receivable recorded by a subsidiary sold in 1996 and
deemed uncollectible in 1997. The Company anticipates its increase in operating
expense in 1998 will translate into increased sales of the N-Viro technology in
the near future.

         Nonoperating income (expense) decreased by $45,000 to an expense of
$33,000 for the year ended December 31, 1998 from an expense of $78,000 for the
year ended December 31, 1997. The decrease was primarily interest income
(expense), net increasing by approximately $65,000 due to the increase in
interest income on an investment and a reduction in the level of outstanding
draws on the working capital line of credit. The loss in the equity of joint
venture increased by approximately $19,000 to a loss of $65,000 in 1998. 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 believes it is more likely than not that
all of the recorded deferred tax asset will be realized. There was no additional
income or expense recorded in 1998; 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 a net loss of $373,000 for the year ended December
31, 1998 compared to net income of $534,000 for the year ended December 31,
1997.

         In early 1996 the Company completed the transfer of its interest in the
Fort Meade, Florida facility. The Company incurred a loss of approximately
$65,000 on its share of Florida N-Viro LLP in 1998, an increased loss of $19,000
from 1997. The Company, however, anticipates this operation to be profitable in
1999, as new contracts have been secured during the last few months. 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

         Effective in 1998 the Company reached agreements with trade creditors
to eliminate, in the aggregate, $170,375 of the Company's short-term debt in
exchange for the Company's issuance and delivery to such creditors, in the
aggregate, 74,000 shares of Common Stock. One trade creditor is a current member
of the Board of Directors of the Company, Bobby Carroll, and one was a member at
the time of the agreement, Frederick Kurtz. The number of shares of Common Stock
issued to, and the corresponding amount of short-term debt forgiven by each
creditor is set forth in the table below:
<TABLE>
<CAPTION>

====================================================================================================================
 Date                       Creditor                  Amount of Canceled Debt       No. of Shares Issued in
Issued                                                                                      Exchange
--------------------------------------------------------------------------------------------------------------------
<S>             <C>                                      <C>                                 <C>
   5/12/98          Morgan, Lewis & Bockius                  $60,000                            20,000
--------------------------------------------------------------------------------------------------------------------
   9/23/98             Francis P. Bonner                     $ 6,750                             3,000
--------------------------------------------------------------------------------------------------------------------
   9/23/98       David Jenkins + Assoc., Inc.                $ 2,375                             1,000
--------------------------------------------------------------------------------------------------------------------
   9/23/98         Cannon Consultants, Inc.                  $11,250                             5,000
--------------------------------------------------------------------------------------------------------------------
   1/13/99             Bobby B. Carroll                      $60,000                            30,000
--------------------------------------------------------------------------------------------------------------------
   1/13/99            Frederick H. Kurtz                     $30,000                            15,000
====================================================================================================================
</TABLE>

All such shares of Common Stock were issued to the Company's creditors pursuant
to appropriate exemptions from registration under federal and state securities
laws. All exchanges were evidenced by a written Share Exchange Agreement between
the Company and creditor.

         On June 1, 1998, the Company filed a registration statement on Form S-3
(the "Registration Statement") with the Securities and Exchange Commission for
the registration of certain shares of Common Stock of the Company then held by
Heartland Limited Partnership I ("Heartland"). These shares were subsequently
assigned to an affiliate of Heartland. The Company's audited financial
statements were not available as of the deadline for filing the Company's Form
10-K for the year ended December 31, 1998, and the Form 10-K was correspondingly
not filed in a timely manner. As a result of such untimely filing, the Company
may not currently use Form S-3 to register its shares of Common Stock, and the
Company thus filed a request for withdrawal of the Registration Statement with
the Securities and Exchange Commission on June 28, 1999, which request was
subsequently granted.


LIQUIDITY AND CAPITAL RESOURCES

         The Company had working capital of $1,090,000 at December 31, 1999
compared to $404,000 at December 31, 1998, an increase of $686,000. Current
assets at December 31, 1999 included cash and investments of $554,000, which is
an increase of about $230,000 from December 31, 1998. The increase in working
capital was principally due to the operating income for the year.

         In 1999 the Company's operating cash flow continued to be positive, and
the Company improved its payments to unsecured trade vendors. No unusual cash
transactions were recorded in 1999.

        In 1997 the Company obtained a working capital line of credit of
$200,000. In the third quarter of 1998 the line was increased to $500,000.
Borrowings against the line bear interest at prime minus .50% for amounts
borrowed up to $250,000, and prime plus 1% on the excess amount borrowed over
$250,000. This debt is collateralized by a certificate of deposit with the
lender of $250,000, accounts receivable, inventories and equipment, and is due
on demand. Also, the Company must maintain certain financial covenants. In
April, 1999, the bank waived a violation of a financial covenant in light of the
Company's net loss for the year ended December 31, 1998. In exchange, the
Company agreed to not borrow more than $350,000 outstanding at any one time,
until further notice.

        In April 2000, the Company renewed this agreement for a line of credit
of $1 million, secured by a certificate of deposit with the lender of $400,000,
with all other terms similar as agreed to in 1998. The Company is not in
violation of any financial convenants contained in the agreement. The balance
owed on the line of credit at December 31, 1999 was $-0-, and the Company has
not borrowed on the line of credit since April, 1999.



                                       18
<PAGE>   20


        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 2000.

         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 that 2000 and beyond
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.


ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES
                           ABOUT MARKET RISK

         As of December 31, 1999, the Company held $250,000 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.



                                       19
<PAGE>   21


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-24

REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS ON
    ACCOMPANYING INFORMATION                                                                           F-25 - F-26

ACCOMPANYING INFORMATION
    Schedule II - valuation and qualifying accounts and reserves                                              F-27
</TABLE>



                                       20
<PAGE>   22


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


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


        We have audited the accompanying consolidated balance sheet of N-Viro
International Corporation and subsidiaries as of December 31, 1999, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year 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 audit.

        We did not audit the 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 17% of total assets as of December 31, 1999 and the
net loss of this partnership represents 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 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, based on our audit 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, 1999, and the consolidated
results of their operations and their cash flows for the year then ended, in
conformity with generally accepted accounting principles.




                                    /s/   HAUSSER + TAYLOR LLP



Cleveland, Ohio
March 3, 2000, except for Note 11
    dated April 3, 2000


                                      F-3
<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 sheet of N-Viro
International Corporation as of December 31, 1998, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the two-year period 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 audits 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 audits provide a reasonable basis for our opinion.

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




                                        /s/  McGLADREY & PULLEN, LLP



Elkhart, Indiana
March 5, 1999


                                      F-4

<PAGE>   24


                        N-VIRO INTERNATIONAL CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                           December 31, 1999 and 1998


<TABLE>
<CAPTION>


                                                                     1999                    1998
                                                            -----------------------------------------------
ASSETS
CURRENT ASSETS
<S>                                                             <C>                      <C>
   Cash and cash equivalents                                       $       552,846          $      322,827
   Securities available-for-sale                                             1,401                   1,401
   Receivables:
     Trade, net of allowance of $128,600                                 1,302,036                 802,913
     Notes and other, net of allowance of $330,980                         258,590                 197,839
     Related parties                                                        48,599                  46,790
   Prepaid expenses and other assets                                        72,260                  81,644
                                                            -----------------------------------------------
              Total current assets                                       2,235,732               1,453,414

PROPERTY AND EQUIPMENT                                                      596,060                577,116

INVESTMENT IN FLORIDA N-VIRO, L.P.                                          790,667                852,510

DEFERRED TAX ASSETS                                                         312,000                312,000

INTANGIBLE AND OTHER ASSETS                                                 837,414                588,312
                                                            -----------------------------------------------

                                                                   $      4,771,873        $     3,783,352
                                                            ===============================================
</TABLE>






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


                                      F-5
<PAGE>   25


                        N-VIRO INTERNATIONAL CORPORATION

                           CONSOLIDATED BALANCE SHEETS

                           December 31, 1999 and 1998

<TABLE>
<CAPTION>


                                                                     1999                    1998
                                                            -----------------------------------------------
<S>                                                             <C>                       <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
      Current maturities of long-term debt                         $       111,856           $      93,640
      Accounts payable                                                     707,324                 729,427
      Accrued liabilities                                                  326,740                 226,790
                                                            -----------------------------------------------
              Total current liabilities                                  1,145,920               1,049,857

LONG-TERM DEBT, LESS CURRENT MATURITIES                                    240,379                  67,547

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Common stock, $.01 par value
       Authorized - 7,000,000 shares
       Issued - 1999 - 2,688,133 shares; 1998 - 2,829,733
       shares                                                               26,882                  28,298
     Additional paid-in capital                                         13,382,093              13,632,425
     Retained earnings (deficit)                                        (9,405,424)             (9,876,798)
                                                            -----------------------------------------------
                                                                         4,003,551               3,783,925
     Less treasury stock, at cost, 57,250 shares in 1999
         and 307,250 shares in 1998                                        617,977               1,117,977
                                                            -----------------------------------------------
              Total stockholders' equity                                 3,385,574               2,665,948
                                                            -----------------------------------------------

                                                                  $      4,771,873        $      3,783,352
                                                            ===============================================
</TABLE>




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



                                      F-6
<PAGE>   26


                        N-VIRO INTERNATIONAL CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                  Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>


                                                                 1999            1998            1997
                                                            ------------------------------------------------
<S>                                                           <C>              <C>             <C>
REVENUES                                                       $  4,749,427     $ 3,929,317     $ 4,052,648

COST OF REVENUES                                                  2,244,540       1,883,529       1,829,309
                                                            ------------------------------------------------

GROSS PROFIT                                                      2,504,887       2,045,788       2,223,339

OPERATING EXPENSES
   Selling, general and administrative                            1,928,154       2,327,575       1,920,563
   Research and development                                          48,298          58,478           2,714
                                                            ------------------------------------------------
                                                                  1,976,452       2,386,053       1,923,277
                                                            ------------------------------------------------

OPERATING INCOME (LOSS)                                             528,435       (340,265)         300,062

NONOPERATING INCOME (EXPENSE)
   Interest income (expense), net                                    12,283          32,372        (32,157)
   Equity in losses of joint venture                               (69,344)        (65,110)        (45,838)
                                                            ------------------------------------------------
                                                                   (57,061)        (32,738)        (77,995)
                                                            ------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAX (CREDITS)                           471,374       (373,003)         222,067
   Federal and state income tax (credits)                             -               -           (312,000)
                                                            ------------------------------------------------

NET INCOME (LOSS)                                                $  471,374    $  (373,003)      $  534,067
                                                            ================================================


Basic and diluted earnings (loss) per share                       $    0.18     $    (0.15)       $    0.23
                                                            ================================================

Weighted average common shares outstanding                        2,563,121       2,463,667       2,274,134
                                                            ================================================
</TABLE>



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

                                      F-7

<PAGE>   27


                        N-VIRO INTERNATIONAL CORPORATION

                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

                  Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>

                                                                Additional        Retained
                                                 Common          Paid-in          Earnings           Treasury
                                                  Stock          Capital          (Deficit)            Stock             Total
                                            --------------------------------------------------------------------------------------
<S>                                         <C>               <C>               <C>               <C>               <C>
BALANCE - DECEMBER 31, 1996                  $     20,943      $ 12,048,455      $(10,037,862)     $   (617,977)     $  1,413,559
   Net income                                           -                 -           534,067                 -           534,067
   Issuance of common stock for
       relief of liabilities                        3,865           805,635                 -                 -           809,500
   Proceeds from sale of common
       stock, net of expenses of $25,414            2,000           322,587                 -                 -           324,587
   Issuance of common stock for
       business combination                           750           177,375                 -                 -           178,125
   Purchase of treasury stock                           -                 -                 -          (500,000)         (500,000)
   Other                                                -             5,500                 -                 -             5,500
                                            --------------------------------------------------------------------------------------

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
                                            ======================================================================================
</TABLE>



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


                                      F-8
<PAGE>   28


                        N-VIRO INTERNATIONAL CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                                                                        1999          1998           1997
                                                                   --------------------------------------------
<S>                                                                  <C>          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                 $ 471,374      $(373,003)     $ 534,067
    Adjustments to reconcile net income (loss) to net
      cash provided by (used in) operating activities:
         Depreciation and amortization                                  175,574        169,807        170,588
         Provision for bad debts                                              -         40,000        123,490
         Deferred income taxes                                                -              -       (312,000)
         Issuance of common stock and options for fees and
           services                                                      49,540        299,092              -
         Other                                                           72,234         63,596         47,316
         Increase in receivables                                       (616,721)       (21,007)      (482,939)
         Decrease in prepaid expenses and other assets                    9,384         10,416        133,537
         Increase (decrease) in accounts payable and accrued
           liabilities                                                   77,847       (329,891)        25,643
                                                                   --------------------------------------------
              Net cash provided by (used in) operating activities       239,232       (140,990)       239,702

CASH FLOWS FROM INVESTING ACTIVITIES
    Collection of contract receivable                                         -        671,521              -
    Purchase of property and equipment                                 (130,638)       (67,041)       (49,943)
    Advances to related parties                                          (1,809)       (46,790)             -
    Increase in notes receivable                                        (52,138)             -              -
    Collections on notes receivable                                     141,387        103,203              -
    Expenditures for intangible and other assets                        (63,275)       (21,139)       (53,294)
    Additional investment in Florida N-Viro, L.P.                        (7,500)             -              -
                                                                   --------------------------------------------
              Net cash (used in) provided by investing activities      (113,973)       639,754       (103,237)

CASH FLOWS FROM FINANCING ACTIVITIES
    Net borrowings (payments) on line of credit                               -       (120,000)       120,000
    Borrowings under long-term obligations                              161,127         67,000        102,296
    Principal payments on long-term obligations                        (105,079)      (129,135)      (433,786)
    Proceeds from sale of common stock                                   48,712              -        324,587
    Purchase of treasury stock                                                -              -       (500,000)
    Other                                                                     -        (25,479)             -
                                                                   --------------------------------------------
              Net cash provided by (used in) financing activities       104,760       (207,614)      (386,903)
                                                                   --------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS                                                         230,019        291,150       (250,438)

CASH AND CASH EQUIVALENTS - BEGINNING                                   322,827         31,677        282,115
                                                                   --------------------------------------------

CASH AND CASH EQUIVALENTS - ENDING                                    $ 552,846      $ 322,827      $  31,677
                                                                   ============================================
</TABLE>

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



                                      F-9

<PAGE>   29


                        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 generally accepted accounting principles 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 maturities of 90 days
               or less to be cash equivalents.

       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>   30


                        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.

       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 and 6,346 for the year ended December 31, 1997. For the year
               ended December 31, 1998, the amounts are excluded from the
               dilutive per share calculation because they would be
               antidilutive.

       J.      New Accounting Standards - In 1998, the Company adopted Statement
               of Financial Accounting Standards (SFAS) Statement No. 131,
               "Disclosures about Segments of an Enterprise and Related
               Information." SFAS No. 131 supersedes SFAS No. 14, "Financial
               Reporting for Segments of a Business Enterprise," replacing the
               "industry segment" approach with the "management" approach. The
               management approach designates the internal organization that is
               used by management for making operating decisions and assessing
               performance as the source of the Company's reportable segments.
               SFAS No. 131 also requires disclosures about products and
               services, geographic areas, and major customers. The adoption of
               SFAS No. 131 had no effect on the results of operations or
               financial position of the Company.

               In June 1998, SFAS 133, "Accounting for Derivative Instruments
               and Hedging Activities," was issued. SFAS 133 establishes
               accounting and reporting standards for derivative instruments and
               hedging activities. SFAS 133, as amended by SFAS 137, is
               effective for all fiscal quarters of all fiscal years beginning
               after June 15, 2000. The effect of the anticipated adoption of
               this standard is expected to have no material effect on the
               Company's financial statements.

               In December 1999, the Securities and Exchange Commission issued
               Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in
               Financial Statements." SAB 101, which is effective in 2000,
               summarizes the staff's views in applying generally accepted
               accounting principles to revenue recognition. The Company has not
               determined the effects, if any, the SAB may have on its financial
               statements.


                                      F-11
<PAGE>   31

                        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, 1999 and 1998 are stated net of an allowance for doubtful
               accounts of $128,600.

               NOTES AND OTHER RECEIVABLES:

               The Company has notes receivable with customers and various other
               parties, totalling $439,570 in 1999 and $528,819 in 1998. The
               amounts in the accompanying balance sheets at December 31, 1999
               and 1998 are stated net of an allowance for doubtful accounts of
               $330,980. In addition, at December 31, 1999, the Company had a
               $150,000 receivable in connection with the sale of stock. See
               Subsequent Events, Note 11.

               The Company has various unsecured notes receivable from related
               parties totalling $48,599 in 1999 and $46,790 in 1998 which bear
               interest at 6% and are due on demand.

               PROPERTY AND EQUIPMENT (AT COST):
<TABLE>
<CAPTION>

                                                                                 1999                   1998
                                                                         ---------------------   -------------------

<S>                                                                             <C>                   <C>
                  Land and leasehold improvements                                  $   44,911            $   44,911
                  Equipment                                                         1,183,445             1,088,929
                  Furniture and fixtures                                              192,559               206,740
                                                                         ---------------------   -------------------
                                                                                    1,420,915             1,340,580
                  Less accumulated depreciation and amortization                      824,855               763,464
                                                                         ---------------------   -------------------

                                                                                   $  596,060            $  577,116
                                                                         =====================   ===================
</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>   32

                        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, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>

                                                                           1999                      1998
                                                                   ---------------------     ----------------------

<S>                                                                  <C>                        <C>
                      Current assets                                        $   393,137               $    282,675
                      Long-term assets                                        2,005,429                  1,794,171
                                                                   ---------------------     ----------------------

                                                                           $  2,398,566               $  2,076,846
                                                                   =====================     ======================

                      Current liabilities                                  $    747,735               $    363,073
                      Long-term liabilities                                      79,498                     18,754
                      Partners' equity                                        1,571,333                  1,695,019
                                                                   ---------------------     ----------------------

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

<TABLE>
<CAPTION>

                                                                        Year Ended December 31,
                                                      -----------------------------------------------------------
                                                            1999                1998                 1997
                                                      -----------------  --------------------  ------------------

<S>                                                       <C>                     <C>                 <C>
                    Net sales                              $ 1,498,821             $ 906,130           $ 655,570
                    Net loss                                 (138,686)             (130,220)            (91,675)
</TABLE>


               The Partnership had a major customer which represented
               approximately 60% and 58% of its revenue for the years ended
               December 31, 1998 and 1997, respectively. During 1999, the
               Partnership's largest customer accounted for 27% of its revenue,
               with its six largest customers accounting for 78% of total
               revenue.
<TABLE>
<CAPTION>

               INTANGIBLE AND OTHER ASSETS:

                                                                                    1999                1998
                                                                             -------------------  -----------------
<S>                                                                             <C>                 <C>
                    Patents and other intangibles, less accumulated
                    amortization
                      1999 - $217,000; 1998 - $180,000; 1997 - $181,000             $   394,494         $  387,258

                    Territory rights, less accumulated amortization
                      1999 - $75,000; 1998 - $45,000; 1997 - $22,600                    325,322            201,054

                    Accounts receivable due in more than one year                       117,598           -
                                                                             -------------------  -----------------

                                                                                     $  837,414         $  588,312
                                                                             ===================  =================
</TABLE>


               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.


                                      F-13
<PAGE>   33

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



NOTE 2.        BALANCE SHEET DATA (CONTINUED)

               INTANGIBLE AND OTHER ASSETS (CONTINUED):

               During the year ended December 31, 1997, the Company purchased
               the remaining 50% interest of Pan-American N-Viro, Inc. (Pan-Am)
               and, at that time, consolidated the entity. The transaction was
               accounted for as a purchase and the purchase price was allocated
               primarily to territory rights. The purpose of Pan-Am is to
               promote the N-Viro Process in Central and South America and the
               Caribbean.

               ACCRUED LIABILITIES:

<TABLE>
<CAPTION>

                                                                        1999                    1998
                                                                 --------------------    --------------------
<S>                                                                    <C>                     <C>
                    Employee benefits                                     $   86,325              $   39,846
                    Sales tax payable                                        207,960                 178,799
                    Other                                                     32,455                   8,145
                                                                 --------------------    --------------------

                                                                          $  326,740              $  226,790
                                                                 ====================    ====================
</TABLE>



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

               The Company had a $500,000 line-of-credit with a bank which
               expired on July 31, 1999. Borrowings against the line-of-credit
               were limited to a borrowing base based on eligible accounts
               receivable and would bear interest at prime minus .5% on
               borrowings up to $250,000 and prime plus 1% for borrowings above
               $250,000. Borrowings, which were collateralized by accounts
               receivable, inventories, equipment, assignment of a $250,000
               certificate of deposit and assignment of certain contracts, were
               due on demand and the facility was subject to certain covenants.
               See Subsequent Events, Note 11.

               Long-term debt at December 31, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>

                                                                        1999                    1998
                                                                 --------------------    --------------------

<S>                                                                      <C>                     <C>
                     Notes payable                                       $   352,235             $   161,187
                     Less current maturities                                 111,856                  93,640
                                                                 --------------------    --------------------

                                                                         $   240,379              $   67,547
                                                                 ====================    ====================
</TABLE>



                                      F-14
<PAGE>   34

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


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

               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 June 2004. Aggregate
               maturities of long-term debt for the years ending December 31 are
               as follows: 2000 - $111,856; 2001 - $93,573; 2002 - $75,819; 2003
               - $62,075; and 2004 - $8,912. Interest expensed and paid was
               approximately $25,200; $16,000 and $38,000, for the years ended
               December 31, 1999, 1998 and 1997 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.

               During the year ended December 31, 1997, the Company entered into
               an agreement to settle a contractual obligation with a cash
               payment of $200,000 and the issuance of 250,000 shares of common
               stock with a fair value of $500,000. In addition, the agreement
               required that certain shares remain in escrow and the Company
               agreed that if the party elected to sell the shares, a price per
               share would be guaranteed to satisfy the liability. Subsequent to
               that original agreement, the Company reached an agreement to
               repurchase the shares for cash.

               In addition, during 1997, the Company reached agreements with
               three trade creditors and directors to eliminate $211,500 of the
               Company's accounts payable by issuance of 70,500 shares of common
               stock. The net gain on extinguishment of these liabilities was
               immaterial.

               In 1997, the notes payable - related partnership were
               extinguished by their conversion into 66,000 shares of common
               stock. No gain or loss was recognized on the transaction as the
               Partnership was controlled by the majority stockholder.


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, 1999 and 1998.

               The Company has adopted 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.



                                      F-15
<PAGE>   35

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 4.  EQUITY TRANSACTIONS (CONTINUED)

           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, 1999, 1998 and 1997 and the number outstanding and
           exercisable at those dates:
<TABLE>
<CAPTION>

                                                         1999                   1998                    1997
                                                ----------------------- ------------------------ ----------------------
                                                              Weighted                Weighted                 Weighted
                                                               Average                Average                   Average
                                                              Exercise                Exercise                 Exercise
                                                                Price                  Price                    Price
                                                 Shares                    Shares                 Shares
                                                ----------------------- ------------------------ ----------------------

<S>                                              <C>          <C>        <C>         <C>         <C>         <C>
           Outstanding, beginning of year          461,325      $ 2.65     163,825     $ 3.54      151,525     $ 26.45
                Granted                              7,000        2.16     323,375       2.38      124,850        3.13
                Expired during the year            (14,000)       3.43     (25,875)      4.86     (112,550)      33.92
                                                -----------             -----------            ------------
           Outstanding, end of year                454,325        2.62     461,325       2.65      163,825        3.54
                                                ===========             ===========            ============

           Eligible for exercise at end of year    261,725                 193,135                  90,850
                                                ===========             ===========            ============

           Weighted average fair value per
                option for options granted
                during the year                                 $ 2.16                 $ 1.86                   $ 1.83
                                                            ===========             ==========              ===========
</TABLE>


           During 1998, the Company repriced 14,375 shares from $6.00 per option
           to $4.00 per option. During 1997, the Company repriced 71,250 shares
           from $38.00 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
                                                            Average         Weighted                          Weighted
                                                           Remaining        Average                           Average
                                          Number          Contractual       Exercise          Number          Exercise
                                        Outstanding           Life           Price          Exercisable        Price
                                       --------------------------------------------------------------------------------
                                                                            1999
                                       --------------------------------------------------------------------------------
<S>                                     <C>                    <C>          <C>                 <C>          <C>
             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

                                                                            1998
                                       --------------------------------------------------------------------------------
             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>





                                      F-16
<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
                                         -----------------------------------------------------------------------------
                                                                             1997
                                         -----------------------------------------------------------------------------
              Range of exercise prices:
<S>                                        <C>              <C>              <C>         <C>               <C>
                   $1.56 to $2.38            53,200           9.30             $  1.69     17,200            $ 1.62
                   $4.00 to $6.00           110,625           6.29                4.43     73,650              4.29
</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 $313,173, $(460,168) and $386,564 and
               basic earnings (loss) per share would have been $.12, $(.23) and
               $.18 for the years ended December 31, 1999, 1998 and 1997,
               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 1999, 1998 and 1997,
               respectively: no assumed dividend rates for all years; risk-free
               interest rates of 5.5%, 5.5% and 5.25%; on expected lives of 10
               years for all years; and expected price volatility of 114%, 118%
               and 99%, respectively.


                                      F-17
<PAGE>   37

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 5.    REVENUE AND MAJOR CUSTOMERS

               Revenues for the years ended December 31, 1999, 1998 and 1997
               consist of the following:
<TABLE>
<CAPTION>

                                                            1999             1998              1997
                                                     ---------------  ---------------- -----------------
<S>                                                   <C>               <C>               <C>
                  Facility management and sludge
                     processing                         $ 1,605,332       $ 1,415,418       $ 1,360,572
                  Royalty fees                              659,513           644,069           707,694
                  License and territory fees                759,328           432,867           428,050
                  Alkaline admixture sales                1,247,188         1,163,286         1,393,526
                  Other                                     478,066           273,677           162,806
                                                     ---------------  ---------------- -----------------

                                                        $ 4,749,427       $ 3,929,317       $ 4,052,648
                                                     ===============  ================ =================
</TABLE>


               Revenues for the years ended December 31, 1999, 1998 and 1997
               include revenues from one major customer, the City of Toledo,
               Ohio, (included in the management operations segment) which
               represented approximately 35%, 36% and 35%, respectively, of
               total revenues. In addition, the Company had another major
               customer, the City of Greenville, South Carolina, of
               approximately 10%, 11% and 11% of total revenues (which is
               included in the other domestic operations segment) for the years
               ended December 31, 1999, 1998 and 1997, respectively. The
               accounts receivable balances due from these customers at December
               31, 1999 and 1998 were approximately $188,000 and $211,000,
               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, $120,000 and $120,000 for
               the years ended December 31, 1999, 1998 and 1997, 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 $118,000 and $107,000 at December 31, 1999 and
               1998, respectively.

NOTE 7.        COMMITMENTS AND CONTINGENCIES

               During 1994, the Company reacquired territory rights from a
               former agent and issued 66,250 shares of unregistered common
               stock. The former agreement stated that if the former agent
               elected to sell these shares, the Company has guaranteed the
               former agent $6 per common share. During 1999, the Company
               reached a settlement agreement to modify its royalty agreement
               with the former agent and the stock price guarantee agreement. As
               part of this agreement, the former agent is required to pay
               royalties owed and shall not sell any common stock issued in
               connection with the original agreement until September 2000 at
               which time the former agent may sell up to 10,000 shares per
               month. The former agent has the right to offset future royalties
               owing against the difference between the $6 per share guarantee
               and the fair market value of the stock at the time the shares are
               sold. Subsequent to year-end, this agreement was modified to
               remove the Company's $6 per share guarantee, to permit sales of
               up to 15,000 shares per month (with the Company's approval), and
               to waive the waiting period for sales of stock related to this
               agreement.


                                      F-18
<PAGE>   38

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 7.        COMMITMENTS AND CONTINGENCIES (CONTINUED)

               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, 1999 is $172,800. The total rental expense included
               in the statements of operations for the years ended December 31,
               1999, 1998 and 1997 is approximately $56,000, $69,000 and
               $78,000, respectively.

               The Company's minimum commitment under an agreement with a
               consultant (see Note 6) is $180,000, payable in cash or stock of
               $60,000 per year for each year ending December 31, 2000 through
               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
               are expected to total $129,000, which will be recognized over the
               remaining terms of the applicable 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
               effect of these agreements had an immaterial impact on the
               Company's 1999 operations.

               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.

               Subsequent to year-end, the Company has filed a lawsuit against
               the City of Warren, Ohio, claiming infringement of certain
               Company patents. There has been no progress on the suit to date.

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.


                                      F-19
<PAGE>   39

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 8.        INCOME TAX MATTERS (CONTINUED)

               The composition of the deferred tax assets and liabilities at
               December 31, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>

                                                                              1999                  1998
                                                                       -------------------    ------------------
<S>                                                                       <C>                   <C>
                   Gross deferred tax liability, accelerated
                        depreciation                                         $   (21,000)          $   (17,000)
                                                                       -------------------    ------------------
                   Gross deferred tax assets:
                        Loss carryforwards                                      3,571,000             3,634,000
                        Patent costs                                              514,000               590,000
                        Allowance for doubtful accounts                           184,000               184,000
                        Property and equipment basis difference                    15,000                18,000
                        Other                                                      13,000                15,000
                                                                       -------------------    ------------------
                                                                                4,297,000             4,441,000

                   Less valuation allowance                                   (3,964,000)           (4,112,000)
                                                                       -------------------    ------------------

                                                                              $   312,000           $   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, 1999, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>

                                                                  1999               1998               1997
                                                             ----------------  -----------------  -----------------
<S>                                                             <C>               <C>                 <C>
                  Computed "expected" tax (credits)               $  160,000        $  (99,000)         $   76,000
                  State taxes, net of federal tax benefit             14,000           (10,000)              8,000
                  (Decrease) increase in income taxes
                  resulting from:
                        Change in valuation allowance              (148,000)             88,000          (355,000)
                        Other                                       (26,000)             21,000           (41,000)
                                                             ----------------  -----------------  -----------------

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

               The net operating losses available at December 31, 1999 to offset
               future taxable income total approximately $8,879,000 and expire
               principally in years 2009 - 2013. The tax effect of net operating
               loss carryforwards reduced the 1999 current provision for income
               taxes by $115,000.

               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 believes that taxable income will be
               generated in the next few years, as the Company has changed its
               strategic focus to its profitable core business. Realization of
               the loss carryforwards and related deferred tax asset beyond that
               period is uncertain and is dependent on generating sufficient
               taxable income prior to expiration of the loss carryforwards.
               Although realization is not assured, management believes it is
               more likely than not that the $312,000 recorded net deferred tax
               asset will be realized. 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.


                                      F-20
<PAGE>   40

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 9.        CASH FLOWS INFORMATION

               Supplemental information relative to the statements of cash flows
               for the years ended December 31, 1999, 1998 and 1997 is as
               follows:

<TABLE>
<CAPTION>

                                                                      1999               1998             1997
                                                                ------------------   --------------  ----------------
<S>                                                                <C>               <C>              <C>
                  Supplemental schedule of noncash investing
                     and financing activities:

                  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          $809,500
                                                                ==================   ==============  ================

                  Common stock issued in exchange for
                     50% interest of Pan-Am                            $ -                $ -               $178,125
                                                                ==================   ==============  ================
</TABLE>


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.



                                      F-21
<PAGE>   41


                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 10.       SEGMENT INFORMATION (CONTINUED)

               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 and
               analyzes the operating data for its segments generally by
               geographic location, with the exception of the Management
               Operations segment, as this revenue accounts for over 10% of the
               total revenue of the Company. This segment represents both a
               significant amount of business generated as well as a specific
               location and unique type of revenue. The other 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.

               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, 1999, 1998, and 1997 (dollars in thousands).

<TABLE>
<CAPTION>

                                                                Other
                                         Management            Domestic            Foreign
                                         Operations           Operations          Operations            Total
                                      -----------------    -----------------   -----------------  ------------------
                                                                          1999
                                      ------------------------------------------------------------------------------
<S>                                        <C>                   <C>                  <C>               <C>
                Revenues                      $  1,677              $ 2,910              $  163            $  4,750
                Cost of revenues                 1,084                1,161            -                      2,245
                Segment profits                    593                1,749                 163               2,505
                Identifiable assets                189                  143            -                        332
                Depreciation                        15                   49            -                         64


                                                                          1998
                                      ------------------------------------------------------------------------------
                Revenues                      $  1,463              $ 2,267              $  199            $  3,929
                Cost of revenues                   998                  888            -                      1,886
                Segment profits                    465                1,379                 199               2,043
                Identifiable assets                 75                  261            -                        336
                Depreciation                        11                   43            -                         54

</TABLE>


                                      F-22

<PAGE>   42

                        N-VIRO INTERNATIONAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 10.       SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>

                                                                Other
                                         Management            Domestic            Foreign
                                         Operations           Operations          Operations            Total
                                      -----------------    -----------------   -----------------  ------------------
                                                                          1997
                                      ------------------------------------------------------------------------------
<S>                                         <C>                   <C>                  <C>               <C>
                Revenues                      $  1,409              $ 2,487              $  157            $  4,053
                Cost of revenues                   847                  980                   3               1,830
                Segment profits                    562                1,507                 154               2,223
                Identifiable assets                 83                  220            -                        303
                Depreciation                        12                   54            -                         66

</TABLE>


               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, 1999, 1998
               and 1997 follows (dollars in thousands):
<TABLE>
<CAPTION>

                                                                      1999              1998              1997
                                                                -----------------  ---------------  ------------------
<S>                                                                     <C>              <C>                 <C>
               Segment profits:
                  Segment profits for reportable segments               $  2,505         $  2,043            $  2,223
                  Corporate selling, general and administrative
                    expenses and research and development costs          (1,977)          (2,386)             (1,923)
                  Other income (expense)                                    (69)             (62)                (46)
                                                                -----------------  ---------------  ------------------
                     Consolidated EBIT                                     $ 459         $  (405)            $  $ 254
                                                                =================  ===============  ==================

               Identifiable assets:
                  Identifiable assets for reportable segments           $    332         $    336            $    303
                  Corporate property and equipment                           264              241                 258
                  Current assets not allocated to segments                 2,236            1,453               2,013
                  Intangible and other assets not allocated to
                    segments                                               2,174            1,987               2,083
                  Consolidated eliminations                                (234)            (234)               (234)
                                                                -----------------  ---------------  ------------------
                     Consolidated assets                                $  4,772         $  3,783            $  4,423
                                                                =================  ===============  ==================

               Depreciation and amortization:
                  Depreciation for reportable segments                  $     64         $     54            $     66
                  Corporate depreciation and amortization                    112              116                 105
                                                                -----------------  ---------------  ------------------
                     Consolidated depreciation                          $    176         $    170            $    171
                                                                =================  ===============  ==================
</TABLE>


                                      F-23

<PAGE>   43


NOTE 11.       SUBSEQUENT EVENTS

               Subsequent to year-end, the Company signed an agreement with its
               bank to provide a $1,000,000 line-of-credit. This facility is
               similar in terms to the facility described in Note 3, except that
               it requires the assignment of a $400,000 certificate of deposit
               (increased from $250,000) and that borrowings up to $400,000 (up
               from $250,000) would bear interest at prime minus .5% and
               borrowings above $400,000 (up from $250,000) would bear interest
               at prime plus 1%.

               Subsequent to year-end, the Company collected the $150,000 note
               receivable in connection with the sale of stock described in
               Note 2.



                                      F-24
<PAGE>   44



                    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 and subsidiaries included Schedule II, contained
herein, for the year ended December 31, 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 3, 2000



                                      F-25
<PAGE>   45


                    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 years
ended December 31, 1998 and 1997. 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-26
<PAGE>   46


                              N-VIRO INTERNATIONAL

                                   SCHEDULE II
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                        DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>


                                                  Balance At
                                                 Beginning Of        Charged To        Deductions       Balance At
                                                    Period           Operations      From Reserves    Close Of Period
                                                ----------------  -----------------  ---------------  ----------------
<S>                                                <C>               <C>               <C>               <C>
Allowance for doubtful accounts
   - deducted from trade receiv-
   ables and notes receivable,
   in the balance sheets:
           1999                                       $ 460,000         $ -               $ -               $ 460,000
                                             ===================  =================  ===============  ================

           1998                                       $ 420,000          $  76,000        $  36,000         $ 460,000
                                             ===================  =================  ===============  ================

           1997                                       $ 326,000          $ 204,000        $ 110,000         $ 420,000
                                             ===================  =================  ===============  ================
</TABLE>



                                      F-27
<PAGE>   47



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

       On September 21, 1999, McGladrey & Pullen, LLP, the Registrant's
certifying accountant, resigned as the certifying accountant for the Registrant
by so notifying the Registrant in writing. A copy of the letter of resignation
is attached hereto as Exhibit 16.1. McGladrey & Pullen, LLP served as the
Company's independent auditors of the Company since January 10, 1996. McGladrey
& Pullen, LLP issued, for the periods ended December 31, 1997 and 1998, an
unqualified opinion, without qualification, disclaimer, adverse opinion or any
uncertainties. McGladrey & Pullen, LLP voluntarily resigned as the certifying
accountant for the Registrant. Neither the Registrant, nor its Board of
Directors or any committee thereof made a decision to change accountants. There
were no disagreements with McGladrey & Pullen, LLP during the Registrant's two
most recent fiscal years and subsequent interim periods on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure which, if not resolved to the satisfaction of McGladrey &
Pullen, LLP, would have caused it to make a reference to the subject matter of
the disagreement in connection with its report. There have been no reportable
events within the Registrant's two most recent fiscal years and subsequent
interim periods. On November 9, 1999, at a meeting of the Board of Directors,
Hausser + Taylor, LLP, was approved as the Registrant's newly engaged certifying
independent accountant for the fiscal year ending December 31, 1999.


                                    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 4, 2000.

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 4, 2000.

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 4, 2000.

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 4, 2000.




                                       21
<PAGE>   48

                                     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 Exhibit 10.1 to the 1993 Form 10-K).

                    10.2   Employment Agreement, dated May 10, 1993, between
                           N-Viro International Corporation and J. Patrick
                           Nicholson (incorporated by reference to Exhibit 10.2
                           to the Registration Statement).

                    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     1999 Executive Review

                    16.1   Correspondence from McGladrey + Pullen, LLP,
                           resigning as auditors of the Company.#

                    16.2   Correspondence from McGladrey + Pullen, LLP, after
                           review of the Company's Form 8-K which reported their
                           resignation as auditors of the Company.#

                    21.1   List of subsidiaries of the Company.#

                    24.1   Powers of Attorney.#

                    27.1   Financial Data Schedule.#

                           #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
                    22, 1999, to disclose the resignation of a member of the
                    Board of Directors.

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



                                       22
<PAGE>   49


(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-6-8




                                       23
<PAGE>   50


[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-1
<PAGE>   51



                              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-2
<PAGE>   52



                              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-3
<PAGE>   53



                              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-4

<PAGE>   54



                              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-5
<PAGE>   55


                              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-6
<PAGE>   56


                              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-7

<PAGE>   57


                              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-8
<PAGE>   58


                                   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.

                                  N-VIRO INTERNATIONAL CORPORATION

Dated: April 5, 2000

                                  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.

<TABLE>
<CAPTION>

Dated: April 5, 2000
<S>                                                       <C>
/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
------------------------------------------------
James K. McHugh
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>




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