Form S-1

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

0000904896-16-000106.txt : 20161024 0000904896-16-000106.hdr.sgml : 20161024 20161024165304 ACCESSION NUMBER: 0000904896-16-000106 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 149 FILED AS OF DATE: 20161024 DATE AS OF CHANGE: 20161024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: N-VIRO INTERNATIONAL CORP CENTRAL INDEX KEY: 0000904896 STANDARD INDUSTRIAL CLASSIFICATION: SANITARY SERVICES [4950] IRS NUMBER: 341741211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-212668 FILM NUMBER: 161948582 BUSINESS ADDRESS: STREET 1: 2254 CENTENNIAL ROAD CITY: TOLEDO STATE: OH ZIP: 43617 BUSINESS PHONE: 4195356374 MAIL ADDRESS: STREET 1: 2254 CENTENNIAL ROAD CITY: TOLEDO STATE: OH ZIP: 43617 S-1/A 1 nvics1a2016923_s1z.htm FORM S-1 AMENDMENT NO. 1 Form S-1

Filed with the Securities and Exchange Commission on October 24, 2016. Registration No. 333-212668

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

N-VIRO INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

4950

34-1741211

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

2254 Centennial Road

Toledo, OH 43617

(419) 535-6374

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

Timothy R. Kasmoch

Chief Executive Officer

2254 Centennial Road

Toledo, OH 43617

(419) 535-6374

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Steven Morse, Esq.

Morse & Morse, PLLC

1400 Old Country Road, Ste. 302

Westbury, NY 11590

(516) 487-1446

(516) 497-1452—Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE


Title of each Class of Securities to be Registered	# Shares Registered	Proposed Maximum Aggregate Offering Price (a)	Amount of Registration Fee
Common Stock, $0.01 par value(b)	2,156,000	$1,940,400	$224.89 (c)
Total	2,156,000	$1,940,400	$224.89

(a)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933. The price per share and aggregate offering price are based on the closing sale price of $0.90 per share for the registrant’s common stock on July 18, 2016, as reported on the OTCQB under the symbol “NVIC.”

(b)

Consists of up to 2,000,000 shares of common stock registered for resale upon exercise of Selling Security Holder’s Warrant to purchase 455,000 shares and upon conversion of selling securityholder’s convertible debentures in the aggregate principal amount of $685,000. Also includes the resale of 156,000 shares of outstanding common stock by five selling securityholders.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling securityholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER __, 2016

PRELIMINARY PROSPECTUS

2,156,000 Shares

N-VIRO INTERNATIONAL CORPORATION

Common Stock

This prospectus relates to the offer for sale of 2,156,000 shares of common stock, par value $0.01 per share, by selling securityholders named herein which consists of 156,000 shares of common stock that are currently outstanding and are held by five selling securityholders, and up to 2,000,000 shares of common stock by a selling securityholder, which includes up to 455,000 shares issuable upon exercise of a like number of warrants by a selling securityholder and the remaining balance of said 2,000,000 shares of common stock which are issuable upon conversion of debentures of N-Viro International Corporation in the original principal amount of $685,000 by a selling securityholder. Our common stock is quoted on the OTCQB under the symbol “NVIC” On October 14, 2016, the last reported sale price of our common stock on the OTCQB was $0.25 per share. Before you invest, you should read carefully this prospectus and any prospectus supplement. For information concerning the selling securityholders and the manner in which they may offer and sell shares of our common stock, see “Selling Securityholders” and “Plan of Distribution” in this prospectus.

The distribution of securities offered hereby may be effected in one or more transactions that may take place through the OTCQB or, if our common stock is then listed, on a national securities exchange. These transactions may include ordinary brokers’ transactions, privately negotiated transactions, or sales to one or more dealers for resale of such securities as principals. The transactions may be executed at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling securityholders. The selling securityholders and intermediaries through whom such securities are sold may be deemed “underwriters” under the Securities Act of 1933, as amended, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. See “Plan of Distribution.”

We will not receive any of the proceeds from the sale of our common stock by the selling securityholders. We have agreed to pay expenses of registration of the offered common stock, other than transfer taxes and brokerage fees or commissions.

Investing in our common stock involves significant risks. See “Risk Factors” beginning on page 9 to read about factors you should consider before buying our common stock.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _____________, 2016

Table of Contents

PROSPECTUS SUMMARY

RISK FACTORS

USE OF PROCEEDS

PRICE RANGE OF COMMON STOCK

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15

BUSINESS

MANAGEMENT

EXECUTIVE COMPENSATION

PRINCIPAL STOCKHOLDERS

RELATED PARTY TRANSACTIONS

SELLING SECURITYHOLDERS

DESCRIPTION OF CAPITAL STOCK

SHARES ELIGIBLE FOR FUTURE SALE

PLAN OF DISTRIBUTION

LEGAL MATTERS

EXPERTS

WHERE YOU CAN FIND MORE INFORMATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

You should rely only on the information contained in this document. We have not authorized anyone to provide you with additional or different information from that contained in this prospectus. If anyone provides you with additional, different or inconsistent information, you should not rely on it. The selling securityholder is offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this document may only be accurate on the date of this document, regardless of its time of delivery or of any sales of shares of our common stock. Our business, financial condition, results of operations or cash flows may have changed since such date.

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to N-Viro International Corporation, “N-Viro,” the “Company,” “we,” “us,” “our,” or similar references, mean N-Viro International Corporation and its subsidiaries on a consolidated basis.

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the shares of our common stock covered by this prospectus. The registration statement, including the exhibits, can be read on the SEC website or at the SEC offices mentioned under the heading “Where You Can Find More Information.”

For investors outside the United States, we have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

PROSPECTUS SUMMARY

The following summary highlights selected information from this prospectus and does not contain all of the information that you should consider before investing in our common stock. This prospectus contains information regarding our business and detailed financial information. You should carefully read this entire prospectus, including the factors described under the heading “Risk Factors,” and the financial statements and related notes before making an investment decision.

About N-Viro

General

N-Viro International Corporation was incorporated in Delaware in April 1993, and became a public company in October 1993. Our current business focus is to market our N-Viro Fuel^TM technology, which produces a renewable alternative fuel product out of certain bio-organic wastes. This N-Viro Fuel process has been acknowledged by the USEPA as a fuel product that can be used to produce alternative energy. In this business strategy, the primary objective is to identify allies, public and private, which will allow the opportunity for N-Viro to build, own and operate N-Viro Fuel facilities either on its own or in concert with others.

Our patented N-Viro Fuel technology can convert waste products presently being landfilled or land applied into safe, beneficial and renewable long-term energy solutions as part of a renewable-energy economy. Attaining and maintaining this status means that N-Viro Fuel technology is now a candidate for certain economic incentives that may be granted to alternative energy technologies, and it is also a catalyst for obtaining permits more efficiently in each state. We plan to accelerate our development efforts as this designation is an important factor for our potential energy partners.

In June 2014 we received a final determination from the USEPA that our N-Viro Fuel process satisfies the requirements of 40 CFR part 241.3(b)(4), designating our process and its outcome as a non-waste fuel product. The determination is the result of our request for determination submitted to the USEPA in response to their issuance of 40 CFR 241.3, “Standards and procedures for identification of non-hazardous secondary materials that are derived solid wastes when used as fuels or ingredients in combustion units” (the “Part 241 Rules”). The USEPA concluded through review of our request and subsequent correspondence the N-Viro Fuel process does satisfy the legitimacy criteria for both process and fuel quality. Specifically, we were able to demonstrate that the N-Viro Fuel process:

manages the waste material as a valuable commodity;

creates material with meaningful heating value; and

results in materials with contaminant levels comparable to or less than those in traditional fuels.

We previously operated a biosolids processing facility located in Volusia County, Florida. This facility produced the N-Viro Soil™ agricultural product, and provided us with working and development capital. In June 2014, we began production at our new biosolids processing facility in Polk County (Bradley) Florida. Until November 2011 we operated a similar facility for a period in excess of 20 years in Toledo, Ohio. Our goal is to continue to operate the Bradley, Florida facility and aggressively market our N-Viro Fuel technology. These patented processes are best suited for current and future demands for alternate energy forms because they satisfy waste treatment needs and domestic and international directives for clean, renewable alternative fuel sources.

From April 2011 to September 2011, we operated the first full-scale N-Viro Fuel™ mobile processing facility in western Pennsylvania as a pilot project. The mobile system is intended to prepare quantities of N-Viro Fuel™ for necessary testing by power facilities who may eventually become our customers. In September 2011 an initial 10% substitution of N-Viro Fuel for coal test was successfully performed at a western Pennsylvania power generator. In July 2012 the positive results of this test resulted in a letter agreement with the same power producer to perform a second and final 20% substitution test of N-Viro Fuel. We submitted a permit approval request to the Pennsylvania Department of Environmental Protection for the mobile facility for this second test in January 2013, but the Pennsylvania DEP only issued the permit in February 2015. The Company and the power facility ended the process in May 2015 because the facility had its own permitting issues with the Pennsylvania DEP. Full permitting will again be required if and when this development is resumed in Pennsylvania or elsewhere.

We intend to migrate this mobile system and make it available for use to demonstrate the N-Viro Fuel process to other markets and provide required test fuel quantities for power companies throughout the United States. We expect this mobile system to be a key component in developing N-Viro Fuel™ facilities for several years to come.

We also own and sometimes license various N-Viro processes and patented technologies to treat and recycle wastewater and other bio-organic wastes, utilizing certain alkaline and mineral by-products produced by the cement, lime, electrical generation and other industries. To date, the N-Viro Process has been commercially utilized for the recycling of wastewater sludge from municipal wastewater treatment facilities. All N-Viro products produced according to the N-Viro Process specifications, are "exceptional quality" sludge products under the 40 CFR Part 503 Sludge Regulations promulgated under the Clean Water Act of 1987 (the "Part 503 Regs").

We are an investor in N-Viro Energy, Limited, a United Kingdom registered development and capital-sourcing entity for us and, in particular, the international development of our projects. At present, we hold 45% of the Class C voting shares that select Directors for N-Viro Energy, Limited. N-Viro Energy, Limited is actively developing N-Viro Fuel processes in China.

N-Viro Fuel^TM

N-Viro Fuel™ is a patented biomass alternative energy fuel process that produces a product that has physical and chemical characteristics similar to certain coals and is created from municipal biosolids, collectable animal manure, pulp and paper sludge and possibly other organic wastes. N-Viro Fuel is manufactured by blending the waste material(s) with one or more alkaline products, followed by thorough drying of the mixture using a thermal evaporative process. The resulting product can be easily combusted alone or blended with coal, waste coal, petroleum coke and/or other biomass-type fuels, and burned as a partial fuel substitute in combustion power plants. N-Viro Fuel satisfied initial guidelines set forth by the U.S. Environmental Protection Agency (EPA) to qualify as an alternative energy source that may be utilized in commercial power generation, subject to state permitting. Under the Part 241 Rules, secondary and waste-derived fuel sources now also require a non-waste determination for use by power producers under applicable Federal regulations (40 CFR 241.3). This determination requires that the resulting fuel product be managed as a valuable commodity, have a meaningful heating value, and have comparable contaminant levels to the primary fuel being supplemented. In June 2014 we received final determination from the USEPA that our N-Viro Fuel process satisfies the Part 241 Rules. We will continue to seek to qualify N-Viro Fuel process under any new modifications or amendments of the Part 241 Rules. The N-Viro Fuel technology, utilizing an alkaline/heat process to produce a fuel product, also satisfies requirements of the USEPA 40 CFR Part 503 regulations —Standards For the Use or Disposal of Sewage Sludge (“Part 503 Rules”) — and is a safe product usable for agriculture as well as for energy production.

The N-Viro Process

In the N-Viro Soil Process we mix (sludge proportionally with an alkaline admixture and then subject the mixture to a controlled period of storage, mechanical turning and/or accelerated drying. The N-Viro Process stabilizes and pasteurizes the sludge, reduces odors to acceptable levels, neutralizes or immobilizes various constituents and generates N-Viro Soil™, a product which has a granular appearance similar to soil and has multiple agricultural uses. We and our licensees have successfully marketed and distributed all N-Viro Soil product produced for beneficial reuse.

The alkaline products we use in all N-Viro Processes consist of by-products from the cement or lime industry and certain fly ashes from coal-fired systems used in electric power generation. The particular admixture we is use depends upon economics and availability in local markets. At times we are a distributor of alkaline admixtures for others. We also work with established by-product marketers to identify and utilize available materials. We generally charge a mark-up over our cost for alkaline admixtures sold to third parties.

Our original N-Viro Process was enhanced in the 1990’s with the addition of advanced mechanical drying known as the N-Viro BioDry process. BioDry had been successfully implemented in six plants operating in Canada.

N-Viro Process Facilities

Florida N-Viro, LP, a processing facility and wholly-owned subsidiary, was in continuous operation from 1995 until April 2014 in Volusia County, Florida, and represented 96% of our total revenue in 2014. The facility processed regional biosolids for multiple communities and maintained contracts with Altamonte Springs, Bunnell, New Smyrna Beach, Palm Coast, Port Orange, the Tohopekaliga Water Authority and Volusia County. Additionally, we worked with other regional biosolids management companies and has worked with other municipalities with short-term and interim agreements.

In September 2013, we decided to relocate our Volusia facility to Bradley County, Florida because Bradley has geographically advantages for biosolids customers and end-users. We closed the Volusia County facility in April 2014 and opened a new facility in Bradley (Polk County), Florida in June 2014, doing business as Mulberry Processing, LLC. Mulberry is a wholly-owned subsidiary of our company.

Our Volusia County facility operated under and was regulated by a permit issued by the Florida Department of Environmental Protection. We leased the processing facility from Volusia County on a five year renewal of our contract and lease agreement, and it was allowed to expire in April 2014. The Bradley facility has received its operating permit that is substantially identical to the Volusia County permit in all key respects, and is for a five (5) year term effective in April 2014. We believe we have a satisfactory operating history and positive relationship with the regulatory agencies.

Our operations in Florida generate revenue from several sources. Each municipal customer or third-party hauler compensates us for the processing of their waste materials. We also receive revenue from utilizing the alkaline products produced by regional power utilities. We have also been successful in marketing our N-Viro Soil to local agricultural markets.

We operated our first N-Viro processing facility in Toledo, Ohio from inception through most of 2011 when our management contract with the City of Toledo was not renewed. Under this contract, we processed Toledo's wastewater biosolids and sold the resulting N-Viro Soil product to the agricultural market throughout Northwest Ohio.

Sales and Marketing of N-Viro Process

We market our technologies principally through internal sales efforts. All domestic sales and marketing are controlled by management. The primary focus of our marketing efforts is towards the full commercialization of our N-Viro Fuel™ technologies.

The N-Viro Fuel market requires us to work within two different and unique regulatory segments. First, our N-Viro Fuel facilities must satisfy Part 503 Rules. Second, the finished fuel product must comply with each individual power generator’s emission permit requirements and must qualify as a non-waste fuel. To satisfy the air permitting requirements in the power generation facilities, and, as noted above, N-Viro has built a mobile facility to produce N-Viro Fuel on a commercial full-scale basis. We will continue to introduce this mobile facility to different municipalities and power generation plants to demonstrate the regulatory and power effectiveness of our process. Our goal is to build, own and operate permanent N-Viro Fuel processing facilities. We can provide no assurance of our ability to negotiate long-term arrangements from the mobile facility’s performance.

International Sales and Marketing. In certain countries outside the United States, we have at times sold or licensed the N-Viro Process through agents. In their respective territories, the agents marketed licenses for the N-Viro Processes, served as distributors of alkaline admixture, oversaw quality control of the installed N-Viro facilities, enforced the terms of the license agreements with licensees and marketed N-Viro Soil. In general, the agents have paid one-time, up-front fees to us for the rights to market or use the N-Viro Process in their respective territories. Typically, the agreements with the agents provide for us to receive a portion of the up-front license fees, ongoing royalty fees paid by the licensees, a portion of the proceeds from the distribution and resale of alkaline admixture and the sale of N-Viro Soil. Agents have total responsibility and control over the marketing and contracts for N-Viro technology, subject only to license models or minimum agreements with us. As of the date of this prospectus, CRM Technologies is our agent for Israel, Greece and Eastern Europe.

In an effort to expand facility development internationally, in late 2012 we entered into a Joint Development Agreement with Hong Heng Energy (HK) Co., LTD, headquartered in Fuzhou, Fujian, China. This agreement calls for the parties to jointly identify and develop facilities in China. These efforts are ongoing.

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. For the year 2015, approximately 95% of our revenue was from our management-run operation and 5% from a foreign-sourced agreement. 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 and interest rates, as well as other factors.

Risks of Doing Business in Other Countries. We conduct a very small amount of business in markets outside the United States, and expect to continue these endeavors as well as to expand our international presence through new development. 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. We cannot predict the full impact of this economic instability, but it could have a material adverse effect on revenues and profits especially if international development activities result in increased international business.

Common Stock Offered


Shares Outstanding	9,868,018 common shares as of September 23, 2016. See “Description of Capital Stock.”

Background	This prospectus relates to the offer for sale of 2,156,000 shares of common stock, par value $0.01 per share, by selling securityholders named herein which consists of 156,000 shares of common stock that are currently outstanding and are held by five selling securityholders and up to 2,000,000 shares of common stock held by a selling securityholder which includes up to 455,000 shares issuable upon exercise of a like number of warrants by a selling securityholder and the remaining balance of said 2,000,000 shares of common stock which are issuable upon conversion of debentures of N-Viro International Corporation in the original principal amount of $685,000. See “Selling Security Holders.”

Shares of Common Stock offered by the selling securityholders:	2,156,000 shares of common stock. See “Selling Security Holders” and “Plan of Operation.”

Use of proceeds:	Any shares of common stock offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any of the proceeds from these sales. If the selling securityholders which hold warrants to purchase an aggregate of 455,000 shares are exercised for cash, then the cash proceeds will be used for working capital and general corporate purposes. We cannot estimate how many, if any, of the warrants held by selling securityholders will be exercised.

OTCQB	NVIC

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should consider carefully the following risks and other information contained in this prospectus before you decide whether to buy our common stock. If any of the events contemplated by the following discussion of risks should occur, our business, results of operations and financial condition could suffer significantly. As a result, the market price of our common stock could decline, and you may lose all or part of the money you paid to buy our common stock. In addition, the risks described below are not the only ones facing our company. Additional risks and uncertainties of which we are unaware or currently deem immaterial may also become important factors that may harm our business.

We have a history of losses and there can be no assurances regarding if and when we will achieve profitability. If we are unable to achieve profitable operations, we will need to raise additional capital to continue our operations, which may not be available on commercially reasonable terms or at all, and which will dilute our stockholders.

Since 2000, we have experienced net losses and we have not been consistently profitable on an annual basis. For the six months ended June 30, 2016 and for the years ended December 31, 2015 and 2014, we incurred net losses of $1.16 million, $2.27 million and $1.76 million, respectively. As of June 30, 2016, we have accumulated deficit from inception of $36,527,689. We believe our history of net losses is primarily due to our inability to add enough new sources of revenue to replace decreasing business from existing sources of revenue and, more recently, through a shift of our business toward lower margin products and services. Further, for the years ended December 31, 2015 and 2014 we experienced high expenses for non-cash share based compensation in addition to a material decrease in gross revenue. To achieve profitability, we must accomplish numerous objectives, including growth in our business, the development of new products and commercial relationships, and decreasing our costs. We can not foresee with any certainty whether we will be able to achieve these objectives in the future. Accordingly, we may not generate sufficient net revenue to achieve profitability, and we will need to raise additional capital.

Our audited financial statements have an explanatory note regarding our potential inability to continue as a going concern.

The accompanying financial statements have been prepared assuming that we will continue as a going concern. We had negative working capital of approximately $1,867,003 at June 30, 2016, and have incurred recurring losses and negative cash flow from operations for the for the six months ended June 30, 2016 and years ended December 31, 2015 and 2014. Moreover, while we expect to arrange for financing with lending institutions, there can be no assurances that we will have the ability to do so.

We have borrowed money from third parties and related parties and expects to be able to generate future cash from the exercise of common stock warrants, new debt and equity issuances. We have substantially slowed payments to trade vendors, and have renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables. In 2014, 2015 and early 2016, the Company issued new equity for total cash realized of approximately $1.4 million. In 2013, 2014 and again in 2015, we modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014. In October 2015, we extended the expiration date of all outstanding warrants for exactly one year. Beginning in March 2014, our operations in Volusia County, Florida, which at the time represented substantially all revenue, were voluntarily delayed while we employed additional personnel and moved assets to our new site in Bradley, Florida. When operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred, and has remained at this lower level or decreased over subsequent periods to date.. These factors raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

At June 30, 2016, we have outstanding total liabilities of $2,681,404 and we are in arrears with substantially all of these liabilities.

At June 30, 2016, we have outstanding total liabilities of $2,681,404. These consist of current liabilities of $2,440,503, the long-term portion of a capital lease liability of $198,821 and the long-term portion of a convertible note, net of discount, of $42,080. Substantially all of our liabilities are in default, including, without limitation,

$200,000 of secured debt to a related party and $417,842 in pension plan withdrawal liability and the balance of monies owed in unsecured liabilities. We intend to attempt to raise additional financing from the sale of equity or debt securities to retire these liabilities. We can provide no assurances that we will be able to meet our obligations under our debt securities as they mature and become due and payable or to retire the existing debt securities that are currently in default or raise equity or debt financing on terms satisfactory to us, if at all.

A significant amount of our business comes from a limited number of customers and our revenue and profits could decrease significantly if we lost one or more of them as customers. Further, agreements with two of our largest customers were not renewed in 2014 and early 2016, and our failure to renew agreements has had a material adverse effect on our business, financial conditions and results of operations.

Our business depends on providing services to a limited number of customers. One or more of these customers may stop contracting for services from us or may substantially reduce the amount of services we provide them. Any cancellation, deferral or significant reduction in the services we provide these principal customers or a significant number of smaller customers could seriously harm our business and financial condition. For the years ended December 31, 2015 and 2014, our largest customer accounted for approximately 31% and 22% of our revenues, respectively. For the years ended December 31, 2015 and 2014, our top three customers accounted for approximately 74% and 50%, respectively, of our revenues. Our sludge processing agreement with Toho Water Authority, which was our largest customer for the years 2011 through 2013 and represented approximately 42% of our revenues in 2013, was not renewed at the beginning of 2014. Our sludge processing agreement with Altamonte Springs, which was our largest customer in 2014 and our second largest customer in 2015, representing approximately 29% of our revenues, was not renewed effective April 2016. Our failure to renew that agreement may have a material adverse effect on our business, financial conditions and results of operations. Additionally, regional economic considerations have made the supply of admixtures used in our processes more difficult to acquire due to coal-burning facilities operating less or not at all for unusually long periods of time.

Failure to maintain effective internal controls could have a material adverse effect on our business, operating results and stock price.

We have evaluated and will continue to evaluate our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires an annual management assessment of the design and effectiveness of our internal controls over financial reporting. We have previously identified a material weakness in our internal controls over financial reporting due to a lack of personnel to sufficiently monitor and process transactions. Due to our continuing lack of financial resources to hire and train accounting and financial personnel, we have not yet remedied this material weakness. At the beginning of 2012, as part of continued cost-cutting measures, we laid off one of our financial personnel that reported directly to the Chief Financial Officer. While we are not aware of any material errors to date, our inability to maintain the adequate internal controls may result in a material error in our financial statements. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we experience a material error in our financial statements or if we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

Compliance with environmental laws and regulations may reduce, delay or prevent our realization of license revenues and/or facility revenue.

Our operations and our licensees and their operations are subject to increasingly strict environmental laws and regulations, including laws and regulations governing the emission, discharge, disposal and transportation of certain substances and related odor. Wastewater treatment plants and other plants at which our biosolids products or processes may be implemented are usually required to have permits, registrations and/or approvals from state and/or local governments for the operation of such facilities. Some facilities using our processes require air, wastewater, storm water, biosolids processing, use or siting permits, registrations or approvals. These licensees may not be able to maintain or renew their current permits or registrations or to obtain new permits or registrations. The process of obtaining a required permit or registration can be lengthy and expensive. They may not be able to meet applicable regulatory or permit requirements, and therefore may be subject to related legal or judicial proceedings that could have a materially adverse effect on our income derived from these facilities.

Any of the permits, registrations or approvals noted above, or related applications may be subject to denial, revocation or modification, or challenge by a third party, under various circumstances. In addition, if new environmental legislation or regulations are enacted or existing legislation or regulations are amended or are enforced differently, these facilities may be required to obtain additional, or modify existing, operating permits, registrations or approvals.

Maintaining, modifying or renewing current permits or registrations or obtaining new permits or registrations after new environmental legislation or regulations are enacted or existing legislation or regulations are amended or enforced differently may be subject to public opposition or challenge. Much of this public opposition and challenge, as well as related complaints, relates to odor issues, even when a facility is operated in compliance with odor requirements and even though they have worked hard to minimize odor from their operations. Public misperceptions about the business and any related odor could influence the governmental process for issuing such permits or registrations or for responding to any such public opposition or challenge. Community groups could pressure local municipalities or state governments to implement laws and regulations which could increase our costs of their operations that in turn could have a material and adverse effect on our business and financial condition.

Our ability to grow our revenues and operations may be limited by competition.

We provide a variety of technology and services relating to the treatment of wastewater residuals. We are in direct and indirect competition with other businesses that provide some or all of the same services including regional residuals management companies and national and international water and wastewater operations/privatization companies, technology suppliers, municipal solid waste companies and farming operations. Many of these competitors are larger and have significantly greater capital resources.

We derive a substantial portion of our revenue from services provided under municipal contracts, and many of these are subject to competitive bidding. We also intend to bid on additional municipal contracts, however, and may not be the successful bidder. In addition, some of our contracts will expire in the future and those contracts may not be renewed or may be renewed on less attractive terms. , we experienced this possibility with respect to existing and material contracts in Florida which were not renewed. If we are not able to replace revenues from contracts lost through competitive bidding or from the renegotiation of existing contracts with other revenues within a reasonable time period, the lost revenue could have a material and adverse effect on our business, financial condition and results of operation.

Our customer contracts may be terminated prior to the expiration of their term.

Almost all of our revenue is derived from services provided under contracts and agreements with existing licensees and customers. Some of these contracts, especially those contracts with large municipalities, provide for termination of the contract by the customer after giving relative short notice (in some cases as little as ten days). In addition, some of these contracts may contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts. If one or more of these contracts are terminated prior to the expiration of its term, and we are not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on our business, financial condition and results of operations.

An economic downturn may cause us to experience delays of payment from our customers.

Our accounts receivable are derived primarily from municipal or local governments. Although our collection history has been good, from time to time a customer may not pay us on a timely basis because of adverse market or local government conditions. In light of an economic downturn, we may experience larger than expected delays in receiving payments on our accounts receivable. Given our history of losses and our limited cash resources, any significant payment delay by one of our customers may force us to delay payment to our creditors, which may have a material and adverse effect on our business, financial condition and results of operations.

We are affected by unusually adverse weather conditions.

Our present business is adversely affected by unusual weather conditions and unseasonably heavy rainfall which can temporarily reduce the availability of land application sites in close proximity to our operations. In

addition, revenues and operational results are adversely affected during months of inclement weather which limits the amount of land application that can be performed. Long periods of adverse weather could have a material negative effect on our business and financial condition. For example, our Florida operation is sometimes affected by unusually adverse weather conditions by lowering the demand for N-Viro Soil^(TM) distribution to the local agricultural community.

Fuel cost variation could adversely affect our operating results and expenses.

The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including demand for oil and gas, actions by oil and gas producers and war in oil producing countries. Because fuel is needed for the trucks that transport the processing materials and supplies for our operations and customers, price escalations or reductions in the supply of fuel could increase our operating expenses and have a negative impact on the results of operations. We are not always able to pass through all or part of the increased fuel costs due to the terms of certain customers' contracts and the inability to negotiate such pass through costs in a timely manner.

We are highly dependent on the services of our management team, the loss of any of whom may have a material adverse effect on our business and financial condition.

In 2010 we entered into employment agreements with our Chief Executive Officer, Timothy Kasmoch, our Executive Vice President and Chief Counsel, Robert Bohmer and our Chief Financial Officer, James McHugh, each of which contains non-compete and other provisions. The laws of each state differ concerning the enforceability of non-competition agreements. We cannot predict with certainty whether or not a court will enforce a non-compete covenant in any given situation based on the facts and circumstances at that time. All of our management employment agreements had a stated initial term expiration in March 2015. The agreements were each extended for an additional one (1) year term automatically in March 2015 and 2016, pursuant to the terms of the respective agreements. In July 2016, we entered into new three year employment agreements with all of our officers, each with an automatic one year extension period. If one of our key executive officers were to leave our employ and the courts refused to enforce the non-compete covenant, we might be subject to increased competition, which could have a material and adverse effect on our business and financial condition.

Our intellectual property may be misappropriated or subject to claims of infringement.

We attempt to protect our intellectual property rights through a combination of patent, trademark, and trade secret laws, as well as the use of non-disclosure and licensing agreements. Our failure to obtain or maintain adequate protection of our intellectual property rights for any reason could have a material adverse effect on our business and financial condition.

Our competitors, many of whom have substantially greater resources and have made substantial investments in competing technologies, may have applied for or obtained, or may in the future apply for and obtain, patents that will prevent, limit or otherwise interfere with our ability to offer services.

We also rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technology or otherwise obtain access to our unpatented technology. If we are unable to maintain the proprietary nature of our technologies, we could be materially adversely affected.

There is only a limited trading market for our common stock, and it is possible that you may not be able to sell your shares easily.

There is currently only a limited trading market for our common stock. Our common stock trades on the OTCQB, which is one of the quotation services for SEC-registered and reporting companies that trade over the counter ("OTC Markets"), under the symbol “NVIC”, with limited trading volume. We cannot assure you that a trading market will continue to exist for our common stock or that an established market will develop.

We have never paid dividends on our shares of common stock.

We have not paid any cash dividends on our common stock heretofore, and we have no present intention of paying any cash dividends for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of the board of directors.

Volatility in the trading price of our common stock could negatively impact the price of our common stock, and may eliminate a source of our potential revenue from exercises of stock options and stock purchase warrants.

During the period from January 1, 2014 through October 14, 2016, our common stock closing price fluctuated between a high of $2.75 and a low of $0.25. The trading price of our common stock could be subject to wide fluctuations in response to many factors, some of which are beyond our control, including general economic conditions, the thinly-traded nature of our common stock and the outlook of analysts and investors on our industry. Further, significant market fluctuations may adversely affect the trading price of our common stock. Over the past several years, we have relied on, in part, private placements of stock, exercises of stock options by current and former officers and directors, and, exercises of stock purchase warrants by investors for operating cash. Wide fluctuations in the price of our common stock or a stock price that is not significantly above the exercise price of outstanding stock options or warrants would likely reduce future exercises of stock options or warrants, and which would reduce or eliminate a historic source of cash for our operations.

A large number of shares may be sold in the market after the registration statement that includes this prospectus is declared effective, which may depress the market price of our common stock.

A large number of shares may be sold in the market after the registration statement that includes this prospectus is declared effective, which may depress the market price of our common stock. Further, substantially all the remaining outstanding common shares not registered in this offering are either free trading shares in the public float or shares available for sale pursuant to Rule 144 of the Securities Act of 1933, as amended. Sales of a substantial number of shares of our common stock in the public market could cause the market price of our common stock to decline. If there are more shares of common stock offered for sale than buyers are willing to purchase, then the market price of our common stock may decline to a market price at which buyers are willing to purchase shares.

We have issued debt securities which are convertible into our common stock based upon the lesser of a fixed price or a discount to market without there being any existing floor price which would prevent our holders of convertible securities from converting at lower and lower prices.

One of our selling securityholders, JMJ Financial, purchased a $100,000 convertible promissory note in January 2016 which is currently in the principal amount outstanding of approximately $62,000. This note is convertible at $0.77 per share or 60% of the lowest trade price in the 25 trading days previous to the conversion date. There are also additional discounts that apply in the event the conversion shares are not deliverable by Deposit/Withdrawal at Custodian (“DWAC”) or if they are only eligible for Xclearing deposit for a cumulative potential discount of an additional 15%. JMJ Financial was issued in June 2016 a convertible note in the amount of $585,000. The conversion price of this note is the lesser of $0.90 per share or 75% of the lowest trade price in the 25 trading days previous to conversion. Again, there are also additional discounts that apply in the event the conversion shares under the latter note are not deliverable by DWAC or if they are only eligible for Xclearing deposit for a cumulative potential discount of an additional 15%. Each of the aforementioned notes have no floor price but provide that unless otherwise agreed to in writing by the investor and N-Viro, at no time will JMJ convert any amount of the aforementioned notes into common stock that would result in the investor owning more than 4.99% of the outstanding common stock. The issuance of the aforementioned notes and the potential conversion of these notes, particularly into registered shares in this offering, may adversely affect the market price of our common stock and may also result in a substantial number of shares of common stock being issued to JMJ pursuant to the terms of these notes. See “Selling Securityholders.”

Our common stock may be considered “penny stock” and may be difficult to trade.

The SEC has adopted regulations that generally define “penny stock” to be an equity security that has a market or exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock may be less than $5.00 per share and, therefore, may be designated as a “penny stock” according to SEC rules,

unless our common shares are trading on a national exchange. This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of investors to sell their common shares.

USE OF PROCEEDS

Any shares of common stock offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any of the proceeds from these sales. If the selling securityholders which hold warrants to purchase an aggregate of 455,000 shares are exercised for cash, then the cash proceeds will be used for working capital and general corporate purposes. We cannot estimate how many, if any, of the warrants held by selling securityholders will be exercised.

PRICE RANGE OF COMMON STOCK

Our shares of Common Stock are quoted on the OTCQB, which is one of the quotation services for SEC-registered and reporting companies that trade over the counter ("OTC Markets"), under the symbol “NVIC”. The prices quoted below reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The closing price range per share of the Common Stock since January 1, 2014, was as follows:



Quarter	High	Low
First 2014	$1.50	$0.57
Second 2014	$1.49	$0.58
Third 2014	$1.55	$1.05
Fourth 2014	$2.75	$1.10
First 2015	$2.60	$2.10
Second 2015	$2.58	$1.07
Third 2015	$1.60	$0.78
Fourth 2015	$1.55	$0.71
First 2016	$1.45	$0.58
Second 2016	$1.44	$0.85

Our stock price closed at $0.25 per share on October 14, 2016.

Holders

As of October 14, 2016, the number of holders of record of our Common Stock was approximately 200.

Dividends

We have never paid dividends with respect to our Common Stock. Payment of dividends is within the discretion of our Board of Directors and would depend, among other factors, on our earnings, capital requirements and our operating and financial condition.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing at the end of this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We were incorporated in Delaware in April 1993, and became a public company in October 1993. Our current business focus is to market our N-Viro Fuel^TM technology, which produces a renewable alternative fuel product out of certain bio-organic wastes. This N-Viro Fuel process has been acknowledged by the USEPA as a fuel product that can be used to produce alternative energy. In this business strategy, the primary objective is to identify allies, public and private, which will allow the opportunity for N-Viro to build, own and operate N-Viro Fuel facilities either on its own or in concert with others.

manages the waste material as a valuable commodity;

creates material with meaningful heating value; and

results in materials with contaminant levels comparable to or less than those in traditional fuels.

From April 2011 to September 2011, we operated the first full-scale N-Viro Fuel™ mobile processing facility in western Pennsylvania as a pilot project. The mobile system is intended to prepare quantities of N-Viro Fuel™ for necessary testing by power facilities who may eventually become our customers. In September 2011 an initial 10% substitution of N-Viro Fuel for coal test was successfully performed at a western Pennsylvania power generator. In July 2012 the positive results of this test resulted in a letter agreement with the same power producer to perform a second and final 20% substitution test of N-Viro Fuel. We submitted a permit approval request to the Pennsylvania Department of Environmental Protection for the mobile facility for this second test in January 2013, but the Pennsylvania DEP only issued the permit in February 2015. Our company and the power facility ended the process in May 2015 because the facility had its own permitting issues with the Pennsylvania DEP. Full permitting will again be required if and when this development is resumed in Pennsylvania or elsewhere.

For the next twelve months we expect to have adequate cash to sufficiently fund operations from cash generated from equity and convertible debt issuances, and exercises of outstanding warrants and options, and by focusing on existing and expected new sources of revenue. We continue to pursue opportunities with strategic partners for the development and commercialization of the N-Viro Fuel technology both domestically and internationally. In addition, we are focusing on the development of regional biosolids processing facilities, and are currently in negotiations with potential partners to permit and develop independent, regional facilities. First we require a funding source to enable us to development processing facilities, and expect this to happen by the end of 2016 or early 2017, at an estimated cost of $100,000. Within six months after financing, we expect sales of new equipment and other sources of up-front revenue would provide us additional sources of revenue, with the start up of the facility in late 2017, with increasing capacity to planned levels and full production achieved by the beginning of 2018. At that time we would expect these new facilities to provide us with adequate levels of cash to fund operations without additional equity or debt issuances.

There can be no assurance these discussions will be successful or result in new revenue or cash funding sources for us. Our failure to achieve improvements in operating results, including through these potential sources of revenue, or in our ability to adequately finance or secure additional sources of funds would likely have a material adverse effect on our continuing operations.

Comparison of Three Months Ended June 30, 2016 with Three Months Ended June 30, 2015

Our overall revenue decreased $274,000, or 84%, to $51,000 for the three months ended June 30, 2016 from $326,000 for the three months ended June 30, 2015. The decrease in revenue was due primarily to the following:

a) Revenue from the service fees for the management of alkaline admixture decreased $124,000 from the same period ended in 2015;

b) Our sludge processing revenue showed a decrease of $147,000 over the same period ended in 2015, and

c) Our product revenue showed a decrease of $4,000 from 2015.

Our gross profit decreased $154,000 to negative $120,000 for the three months ended June 30, 2016 from $34,000 for the three months ended June 30, 2015, and the gross profit margin decreased to negative 234% from 10% for the same periods. The decrease in gross profit margin is the result of the lower gross revenue.

Our operating expenses decreased $212,000, or 39%, to $331,000 for the three months ended June 30, 2016 from $543,000 for the three months ended June 30, 2015. The decrease was primarily due to a decrease of $270,000 in consulting fees, $23,000 in the gain recognized on the sale of fixed assets, $10,000 in directors’ compensation and $6,000 in office-related charges, partially offset by a $61,000 increase in bad debt expense, $24,000 in penalties and

$12,000 in legal and professional fees. Of the net decrease of $280,000 in consulting and director compensation costs, actual cash outlays in total for these groups decreased by $21,000 over the same period in 2015.

As a result of the foregoing factors, we recorded an operating loss of $451,000 for the three months ended June 30, 2016 compared to an operating loss of $509,000 for the three months ended June 30, 2015, a decrease in the loss of $58,000.

Our net nonoperating expense increased by $217,000 to net nonoperating expense of $250,000 for the three months ended June 30, 2016 from net nonoperating expense of $33,000 for the similar period in 2015. The increase in net nonoperating expense was due to an increase in interest expense of $326,000, offset by an increase in the gain on the extinguishment of liabilities of $108,000. See Note 14, Gain on extinguishment of liabilities, for a more detailed discussion.

We recorded a net loss of $701,000 for the three months ended June 30, 2016 compared to a net loss of $542,000 for the same period ended in 2015, an increase in the loss of $159,000. Adding back non-cash expenses such as depreciation, amortization, stock and stock derivative charges and subtracting cash out for capitalized assets and debt repayments, resulted in an adjusted cash loss (non-GAAP) of $305,000 for the three months ended June 30, 2016. Similar non-cash expenses, cash out and debt repayments for the same period in 2015 resulted in an adjusted cash loss (non-GAAP) of $186,000, an increase in the adjusted cash loss (non-GAAP) of $119,000 for the three months ended June 30, 2016 versus the same period in 2015. The reconciliation between adjusted cash loss (non-GAAP) and GAAP net loss is as follows:


Net Loss (GAAP)	$ (701,000)
Depreciation	29,000
Net cash in for assets sold	20,000
Increase to allowance for doubtful accounts	65,000
Stock and stock options expense on consulting contracts	76,000
Deferred salaries	9,000
Amortization of imputed original issue discount on convertible debt	216,000
Debt service payments	(19,000)
Adjusted cash loss (non-GAAP)	$ (305,000)

We feel this measure of our operating results is relevant to management and investors as in recent history a material part of our expenses are non-cash events, often the highest or one of the highest expense line items in a given period. The identification of the items comprising the difference and the resulting adjusted non-cash generated loss provides insight into how we performed on cash-based results, which we feel is more indicative of the financial health of the Company on a period to period basis. We caution readers that this measure may not be contained in or comparable with other companies’ financial statements or its disclosures, and this non-GAAP measurement should not be considered as an alternative to the line item “Net Loss”, which is determined in accordance with GAAP.

For the three months ended June 30, 2016 and 2015, we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses. Accordingly, our effective tax rate for each period was zero.

Comparison of Six Months Ended June 30, 2016 with Six Months Ended June 30, 2015

Our overall revenue decreased $426,000, or 63%, to $249,000 for the six months ended June 30, 2016 from $675,000 for the six months ended June 30, 2015. The decrease in revenue was due primarily to the following:

a) Revenue from the service fees for the management of alkaline admixture decreased $229,000 from the same period ended in 2015;

b) Our sludge processing revenue showed a decrease of $208,000 over the same period ended in 2015, and

c) Our product revenue showed an increase of $11,000 from 2015.

Our gross profit decreased $174,000 to negative $144,000 for the six months ended June 30, 2016 from $30,000 for the six months ended June 30, 2015, and the gross profit margin decreased to negative 58% from 4% for the same periods. The decrease in gross profit margin is the result of the lower gross revenue.

Our operating expenses decreased $315,000, or 32%, to $676,000 for the six months ended June 30, 2016 from $991,000 for the six months ended June 30, 2015. The decrease was primarily due to a decrease of $434,000 in consulting fees, $36,000 in directors’ compensation, $23,000 in the gain recognized on the sale of fixed assets, $6,000 in office-related charges and $4,000 in travel expense, partially offset by a $118,000 increase in bad debt expense, $45,000 in penalties, $15,000 in third party commissions and fees paid to obtain debt financing, $6,000 in legal and professional fees and $4,000 in stockholder relations expense. Of the net decrease of $470,000 in consulting and director compensation costs, actual cash outlays in total for these groups decreased by $68,000 over the same period in 2015.

As a result of the foregoing factors, we recorded an operating loss of $819,000 for the six months ended June 30, 2016 compared to an operating loss of $960,000 for the six months ended June 30, 2015, a decrease in the loss of $141,000.

Our net nonoperating expense increased by $268,000 to net nonoperating expense of $337,000 for the six months ended June 30, 2016 from net nonoperating expense of $69,000 for the similar period in 2015. The increase in net nonoperating expense was due to an increase in interest expense of $377,000, offset by an increase in the gain on the extinguishment of liabilities of $108,000. See Note 14, Gain on extinguishment of liabilities, for a more detailed discussion.

We recorded a net loss of $1,156,000 for the six months ended June 30, 2016 compared to a net loss of $1,029,000 for the same period ended in 2015, an increase in the loss of $127,000. Adding back non-cash expenses such as depreciation, amortization, stock and stock derivative charges and subtracting cash out for capitalized assets and debt repayments, resulted in an adjusted cash loss (non-GAAP) of $582,000 for the six months ended June 30, 2016. Similar non-cash expenses, cash out and debt repayments for the same period in 2015 resulted in an adjusted cash loss (non-GAAP) of $421,000, an increase in the adjusted cash loss (non-GAAP) of $161,000 for the six months ended June 30, 2016 versus the same period in 2015. The reconciliation between adjusted cash loss (non-GAAP) and GAAP net loss is as follows:


Net Loss (GAAP)	$ (1,156,000)
Depreciation	59,000
Net cash in for assets sold	20,000
Increase to allowance for doubtful accounts	121,000
Stock and stock options expense on consulting contracts	170,000
Deferred salaries	18,000
Amortization of imputed original issue discount on convertible debt	255,000
Debt service payments	(69,000)
Adjusted cash loss (non-GAAP)	$ (582,000)

For the six months ended June 30, 2016 and 2015, we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses. Accordingly, our effective tax rate for each period was zero.

Results of Operations – Year Ended December 31, 2015 vs. year Ended December 31, 2014

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.



(Dollars in thousands)	Year Ended December 31, 2015	Period to Period Percentage Change	Year Ended December 31, 2014
Combined Statement of
Operations Data:

Revenues	$ 1,187	(10.8%)	$ 1,331

Cost of revenues	1,244	(20.6%)	1,566

Gross loss	(57)	*	(235)

Operating expense	2,042	+ 48.5%	1,375

	(2,099)	*	(1,611)

Nonoperating income (expense)	(175)	*	(149)

Loss before income taxes	(2,274)	*	(1,760)

Federal and state income taxes	-	*	-

Net loss	$ (2,274)	*	$ (1,760)


Percentage of Revenues:

Revenues	100.0%	100.0%

Cost of revenues	104.8	117.7

Gross loss	(4.8)	(17.7)

Operating expense	172.0	103.4

	(176.8)	(121.1)

Nonoperating income (expense)	(14.7)	(11.2)

Loss before income taxes	(191.5)	(132.3)

Federal and state income taxes	-	-

Net loss	(191.5%)	(132.3%)

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

Revenue Comparison

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

For the Year Ended December 31,



	2015	2014
Technology fees	4.7%	3.2%
Sludge processing	46.7%	59.4%
Products and services	48.6%	37.4%
Totals	100.0%	100.0%

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

Sludge processing revenues are recognized under contracts where we manage the N-Viro Process ourselves to treat sludge, pursuant to a fixed price contract.

Product and service revenue is defined as: service fee revenue for the management of alkaline admixture, which represent fees charged by us to manage and sell the alkaline admixture on behalf of a third party customer; alkaline admixture revenue, which represent ongoing payments from licensees arising from the sale and distribution of alkaline admixture by us to N-Viro facilities; N-Viro Soil^TM sales, which represent revenue received from sales of N-Viro Soil sold by us; commissions earned on sales of equipment to an N-Viro facility; rental of equipment to a licensee or agent; and equipment sales, which represent the price charged for equipment held for subsequent sale.

Our 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.

Comparison of Year Ended December 31, 2015 with Year Ended December 31, 2014

Our overall revenue decreased $143,000, or 11%, to $1,187,000 for the year ended December 31, 2015 from $1,331,000 for the year ended December 31, 2014. The net decrease in revenue was due primarily to the following:

a) Revenue from the service fees for the management of alkaline admixture increased $26,000 from the same period ended in 2014 – this increase is attributed directly to a pricing change with certain customers; and,

b) Our processing revenue, including sludge processing fee revenue, showed a net decrease of $169,000 over the same period ended in 2014. This was from our Florida operation, which showed a decrease of $236,000 in sludge processing revenue from 2014, offset by an increase in product revenue of $53,000 and an increase in royalty fee revenue of $14,000 from 2014. The largest decrease from a single sludge processing customer was from Port Orange, Florida, a $119,000 decrease from 2014.

We made the decision to move our principal operations for several factors which we believe will contribute to eventually realizing a higher gross profit than was achievable at our Daytona/Volusia County location. Principally, the wider availability and lower cost to transport incoming sludge and residuals, a larger and higher profit margin market to sell the outgoing product, the reduction of location-specific fees charged for both material processed and sold, a greater capacity and flexibility to expand future operations and the positioning of the Bradley location for an N-Viro Fuel operation.

Our gross loss decreased $179,000, or 76%, to ($57,000) for the year ended December 31, 2015 from ($235,000) for the year ended December 31, 2014, and the gross profit margin increased to (5%) from (18%) for the

same periods. The increase from the prior year in both gross profit and gross profit margin are due primarily to the result of generating a full year of revenue at our Bradley Junction location during 2015, having voluntarily delayed operations as we moved over from the Daytona/Volusia County location primarily during the second quarter of 2014.

Our operating expenses increased $667,000, or 48%, to $2,042,000 for the year ended December 31, 2015 from $1,375,000 for the year ended December 31, 2014. The increase was primarily due to an increase of $284,000 in consulting costs, an increase in the loss on the impairment of long-lived assets of $262,000, a decrease in the gain (loss) on the sale of fixed assets of $159,000, an increase of $121,000 in accrued penalties and liquidated damages, an increase of $16,000 in bad debt expense, an increase in legal and professional fees of $15,000, offset by a decrease of $94,000 in litigation settlement expense, a decrease of $40,000 in employee compensation, a decrease of $19,000 in office-related expense, a decrease in $16,000 in director costs, a decrease of $8,000 in travel and a decrease of $8,000 in stockholder relations. The penalties increased primarily from the accrual of $80,000 in liquidated damages related to the pension plan withdrawal liability, and $60,000 in late charges and fees related to two related party liabilities. Of the net increase of $396,000 in consulting, litigation, director, employee compensation and the impairment of long-lived assets, actual cash outlays in total for these groups increased by $46,000 over the same period in 2014.

As a result of the foregoing factors, we recorded an operating loss of $2,099,000 for the year ended December 31, 2015 compared to an operating loss of $1,611,000 for the year ended December 31, 2014, an increase in the loss of $488,000.

Our net nonoperating expense increased by $26,000 to net nonoperating expense of $175,000 for the year ended December 31, 2015 from net nonoperating expense of $149,000 for the similar period in 2014. The increase in net nonoperating expense was primarily due to an increase of $20,000 in interest expense and a $16,000 decrease in the gain from liabilities extinguished, offset by a decrease of $10,000 in the loss from equity investment in affiliate.

Liquidity and Capital Resources

We had a working capital deficit of $1,867,000 at June 30, 2016, compared to a working capital deficit of $2,026,000 at December 31, 2015, resulting in an increase in working capital of $159,000. Current assets at June 30, 2016 included cash of $108,000, which is an increase of $26,000 from December 31, 2015. The net positive change of $159,000 in working capital from December 31, 2015 was primarily from a $135,000 decrease in the change in short-term liabilities over assets, offset by an increase of $6,000 in short-term convertible debt and an increase of $288,000 in the short-term portion of deferred stock and warrant costs issued for consulting services.

In the six months ended June 30, 2016, our cash flow used in operating activities was $458,000, an increase of $43,000 over the same period in 2015. The primary components of the increase from 2015 was principally due to an increase of $277,000 in net current liabilities, an increase in net amortization of convertible debt original issue discount costs of $201,000 and an increase in the bad debt allowance of $117,000, offset by a decrease of $402,000 in stock and stock derivatives issued for fees and services, an increase in the net loss of $127,000 and an increase of $23,000 in the gain recognized on the sale of fixed assets.

In the six months ended June 30, 2016, our cash flow used in investing activities was $78,000, a decrease of $161,000 over the same period in 2015. The primary components of the decrease from 2015 was principally due to a decrease of $65,000 in restricted cash, an increase of $120,000 in loans to related parties and a decrease of $3,000 in the cash provided from the sale of fixed assets, offset by a decrease of $27,000 in the purchases of fixed assets.

In the six months ended June 30, 2016, our cash flow provided by financing activities was $561,000, an increase of $98,000 over the same period in 2015. The primary components of the increase from 2015 was principally due to an increase of $443,000 in net convertible debt borrowings, an increase in standard bank financing of $90,000, offset by a decrease of $435,000 in private placements of stock.

We had a working capital deficit of $2,026,000 at December 31, 2015, compared to a working capital deficit of $938,000 at December 31, 2014, resulting in a decrease in working capital of $1,088,000. Current assets at December 31, 2015 included cash and cash equivalents of $82,000, which is a decrease of $65,000 from December

31, 2014. The net negative change of $1,088,000 in working capital from December 31, 2014 was primarily from a $635,000 increase in the change in short-term liabilities over assets, a decrease of $544,000 in the short-term portion of deferred stock and warrant costs issued for consulting services and an increase of $44,000 in convertible debt issued, offset by decrease of $90,000 in convertible debentures and a decrease of $44,000 in notes payable to related parties.

In 2015 our cash flow used in operating activities was $679,000, a decrease of $14,000 over the same period in 2014. The components of the change from 2014 in cash flow used in operating activities was principally due to an increase in the net loss of $514,000, a $138,000 decrease in stock and stock derivatives issued for fees and services, an increase of $61,000 in net current liabilities over assets and a $10,000 decrease in the loss from the investment in subsidiary, offset by an increase of $262,000 in the impairment of assets, an increase of $228,000 in stock compensation for fees and services, a decrease of $159,000 in the gain on sale of fixed assets, a $44,000 increase in depreciation and amortization, and a $16,000 increase in the provision for bad debt allowance. We reduced the cash flow used by operating activities by slowing down payments to vendors, specifically vendors not used for the direct production of revenue. Our annual average trade accounts payable in excess of trade accounts receivable increased by 18% in 2014 over 2013 and in 2015 it increased another 28% over 2014, and has not decreased into early 2016.

The normal collection period for accounts receivable is between 30-60 days for the majority of our customers. This is a result of the nature of the contracts, type of customer and the amount of time required to obtain the information to prepare the billing. We make no assurances that payments from our customer or payments to our vendors will become shorter and this may have an adverse impact on our continuing operations.

Financings

In 2009 we approved an offering of up to $1,000,000 of Convertible Debentures (the “Debentures”), convertible at any time into our unregistered common stock at $2.00 per share. The Debentures were issuable in $5,000 denominations, are unsecured and have a stated interest rate of 8%, payable quarterly to holders of record. As of June 30, 2013, we held $455,000 of Debentures, but defaulted and did not pay the holders the principal amount due, all of which became due. During 2015, two of our debenture holders converted their respective debt to restricted shares of our common stock, reducing the amount of Debentures that remain outstanding and in default at June 30, 2016 to $365,000. We continue to accrue interest on the principal amount at the rate set forth in the Debentures until the principal amount is paid in full. We have not made the interest payments due in October 2015, or those due in January, April or July of 2016. We expect to pay all accrued interest due and the principal amount to all outstanding holders of the Debentures after completing substitute financial arrangements, though there can be no assurance of the timing of receipt of these funds and amounts available from these substitute arrangements.

In 2011 we borrowed $200,000 with a Promissory Note payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, our President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment. Timothy Kasmoch has personally guaranteed the repayment of this Note. As of June 30, 2016 the Note was past due and we are in default. We expect to extend the Note in the near future and pay it in full in 2016, although there can be no assurance we will have adequate cash flow to allow for any additional payments or that the maturity date will be extended. In September 2015, we received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note, along with accrued interest and penalties. At June 30, 2016 and December 31, 2015 we accrued a total of $154,340 and $95,780, respectively, in estimated interest and penalties, recorded in accrued interest and accounts payable. We are in negotiations with counsel and their client to resolve this default, although there can be no assurance these negotiations will be successful.

In 2012 we received a Notice and Demand of Payment Withdrawal Liability from Central States Southeast and Southwest Areas Pension Fund (the “Notice”), the pension trustee that was funded by us for the benefit of our former employees at our City of Toledo operation. In 2013 we received a Notice of Default from Central States, and in 2014 we agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with payments of $6,000 per month for the first twelve months and $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016. Concurrently a separate security agreement was agreed on, effectively securing all of our assets and future rights to assets. As of the date of this filing, we are not in compliance with the new settlement agreement, as the remaining two payments of $10,000 as

well as the balloon payment are overdue. In an event of default, we become liable for liquidating damages to Central States in the amount of $78,965. This liability has been added to the total amount owed under this agreement, which totals $417,842 at June 30, 2016.

In June 2014, our wholly owned subsidiary, Mulberry Processing, LLC, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC. The lease term is for five years with a monthly payment of $10,000. At June 30, 2016 and December 31, 2015 we were in default of our payments. The total minimum rental commitment for each of the years 2016 through 2018 is $120,000 and for the year ending December 31, 2019 is $50,000. This lease has been determined to be a capital lease, and a liability and related asset of $420,346 was recorded in June 2014 concurrent with the start of the lease agreement. In September 2015, we received a demand letter from counsel for the lessor declaring a default under the lease for our operating facility. Counsel demanded payment of several months of accrued rent in arrears under the lease, together with penalties. We are in negotiations with counsel and their client to resolve this default, although there can be no assurance these negotiations will be successful.

In October 2015, we financed our directors and officers insurance and borrowed $30,100 over 10 months at 9% interest, monthly payments of $3,136 and unsecured. The amount owed on this note as of June 30, 2016 was approximately $9,300, and was paid in full as of the date of this filing.

In December 2015, we entered into an agreement with JSJ Investments, Inc. (“JSJ”) to issue a convertible promissory note (“JSJ Note”) to us for $125,000 in cash, less $10,000 in fees paid in debt issuance costs to a third party. The JSJ Note is for a term of nine (9) month, an interest rate of 10%, and a $4,000 original issue discount fee on actual payments made. JSJ can elect to convert all or part of the debt into restricted shares of our common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. We are also required to reserve 1,250,000 authorized but unissued shares of our common stock, per an irrevocable letter to our transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering. Our debt obligations to JMJ were retired in the second quarter of 2016, for a total payment of approximately $190,000, including accrued interest and approximately $63,000 in early prepayment premium.

In January 2016, we entered into an agreement with JMJ Financial (“JMJ”), to issue a Convertible Promissory Note (“JMJ Note”) to JMJ for $500,000, with an initial loan of $100,000 in cash, less $6,950 in debt issuance costs paid to Craft Capital Management, LLC (“Craft”). As of September 23, 2016, the principal amount owed to JMJ under this note is approximately $62,000 plus accrued and unpaid interest. Craft also received 4,000 stock warrants, valued at $3,000, to purchase our common stock at an exercise price of $1.00 per share. The JMJ Note is for a term of two (2) years, an interest rate of 12% if not paid within the first 90 days, and a 10% original issue discount fee on actual payments made. After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of our common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. We were also required to reserve 2,500,000 authorized but unissued shares of our common stock, per an irrevocable Letter of Instructions to our transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.

In March 2016, we entered into an agreement with Tangiers Investment Group, LLC (“Tangiers”), to issue a 10% Convertible Promissory Note (“Tangiers Note”) to us for $58,500 in cash, less $8,500 in original issue discount retained by Tangiers for due diligence and legal expenses. The Tangiers Note is for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the March 2016 effective date. At anytime Tangiers can elect to convert all or part of the debt into restricted shares of our common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. We were also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to our transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering. Our debt obligation to Tangiers Investment Group was retired in the second quarter of 2016, for a total payment of approximately $84,000, including accrued interest and approximately $18,000 in early prepayment premium.

In April 2016, we entered into an agreement with Tangiers Global, LLC (“Tangiers Global”), to issue a 10% Convertible Promissory Note (“Tangiers Global Note”) to us for $110,000 in cash, less $10,000 in original issue discount retained by Tangiers Global. The Tangiers Global Note is for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the April 2016 effective date. At any time Tangiers Global can elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,400,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering. Our debt obligation to Tangiers Global was retired in the second quarter of 2016, for a total payment of approximately $121,000 which included $11,000 in early prepayment premium.

In April 2016, we entered into a share purchase agreement with a Purchaser pursuant to which we sold 100,000 shares of our common stock (the “Shares”) to the Purchaser for a total of $100,000, or a purchase price of $1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.

In April 2016, the County of Volusia, Florida (the “County”), our landlord before relocating to our present location in Bradley, Florida, approved a settlement agreement on monies due the County. For a full and total release of our legal and financial obligations to the County, it agreed to a total payment of $25,000 to be paid in five (5) installments of $5,000 from May through September 2016. We are presently current in our repayment obligation to the County.

In April 2016, we financed our general, liability and equipment insurance and borrowed $52,362 over 10 months at 9% interest, monthly payments of $5,448 and unsecured. The amount owed on this note as of June 30, 2016 was approximately $42,200. In September 2016, the note defaulted, the insurance lapsed with the carrier and we are no longer covered by general, liability and equipment insurance as of the date of this filing.

In June 2016, we entered into an agreement with JMJ Financial to issue a convertible promissory note to JMJ in the principal amount of $585,000 in exchange for $525,000 in cash, less $31,500 in debt issuance costs paid to Craft Capital Management LLC. Craft also received warrants to purchase 21,000 shares, valued at $21,000, to purchase common stock at a purchase price of $1.00 per share. This note is due and payable on June 13, 2017. The note is convertible at the lesser of $0.90 or 75% of the lowest trade price in the 25 trading days previous to the conversion date. See “Risk Factors” regarding the potential of additional cumulative 15% discount which may become applicable. The note is convertible at the sole option of JMJ. A one-time interest charge of 10% was applied to the principal sum. We have the right to repay up to 98% of the note after the effective date of the note in an amount equal to 120% of the sum of the principal sum being repaid plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum or, alternatively, at any time on or before 180 days after the issuance date of the note to pay an amount equal to 140% of the sum of the principal sum being repaid, plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due of such principal sum. After 180 days after the issuance date of the note, we may not prepay the note prior to the maturity date without the approval of JMJ. JMJ has the right in its sole discretion to require us to repurchase the note from JMJ at any time after the issuance date in an amount equal to 125% of the sum of the principal sum plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum. We are required to reserve 8,000,000 shares of common stock for potential conversion of the note. We also agreed to file an S-1 Registration Statement to register the resale of the shares of common stock issuable upon conversion of the note as well as the resale of 455,000 warrants issued to JMJ in connection with this transaction. The Registration Statement is required to include 2,000,000 shares of common stock for potential resale of the securities issuable upon conversion of the note and exercise of the warrants. The Registration Rights Agreement, as amended, provides for a $50,000 penalty in the event the S-1 Registration Statement is not filed with the SEC on or before August 1, 2016 and a $25,000 penalty if the Registration Statement is not declared effective by October 31, 2016. Exemption from registration is claimed under Section 4(2) of the Securities Act as transaction by an issuer not involving a public offering.

As of June 30, 2016, both of the outstanding convertible notes to JMJ Financial (collectively, “the JMJ Notes”) have no floor price but provide that unless otherwise agreed to in writing by us and JMJ, at no time will JMJ convert any amount of the JMJ Notes into common stock that would result in the investor owning more than 4.99% of our outstanding common stock. We have filed a Registration Statement to register up to 2,000,000 shares of common stock for resale, which includes 455,000 shares issuable upon exercise of warrants and up to 4,545,000 shares of common stock issuable upon conversion of the JMJ Notes in the aggregate original principal amount of $685,000.

For the remainder of 2016 and into early 2017 we expect to maintain current operating results and have adequate cash or access to cash to adequately fund operations from cash generated from equity and convertible debt issuances, and exercises of outstanding warrants and options, and by focusing on existing and expected new sources of revenue, especially from our new processing facility in Bradley, Florida. We expect that market developments favoring cleaner burning renewable energy sources and ongoing discussions with companies in the fuel and wastewater industries could provide enhanced liquidity and have a positive impact on future operations. We continue to pursue opportunities with strategic partners for the development and commercialization of the N-Viro Fuel technology both domestically and internationally. In addition, we are focusing on the development of regional biosolids processing facilities, and are currently in negotiations with potential partners to permit and develop independent, regional facilities.

There can be no assurance these discussions will be successful or result in new revenue or cash funding sources for the company. Our failure to achieve improvements in operating results, including through these potential sources of revenue, or in our ability to adequately finance or secure additional sources of funds would likely have a material adverse effect on our continuing operations.

Moreover, while we expect to arrange for financing with lending institutions, there can be no assurances that we will have the ability to do so. We have borrowed money from third parties and related parties and expect to be able to generate future cash from the exercises of common stock options and warrants, new debt and equity issuances. We have substantially slowed payments to trade vendors, and have renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables. In 2014, 2015 and early 2016, we issued new equity for total cash realized of approximately $1.4 million. In 2013, 2014 and again in 2015, we modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014. In October 2015, we extended the expiration date of all outstanding warrants for exactly one year. Beginning in March 2014, our operations in Volusia County, Florida, which at the time now represented substantially all revenue, were voluntarily delayed while we employed additional personnel and moved assets to our new site in Bradley, Florida. When operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred, and has remained at this lower level or decreased over subsequent periods to date.

Despite these actions, we defaulted on many of our obligations and remain in default as of the date of this filing on substantially all of our liabilities.

For our financial statements for the year ended December 31, 2015, we received an unqualified audit report from our independent registered public accounting firm that includes an explanatory paragraph describing their substantial doubt about our ability to continue as a going concern. As discussed in Note 1 to the condensed consolidated financial statements, our recurring losses, negative cash flow from operations and net working capital deficiency raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

At June 30, 2016, we did not have any material commercial commitments, including guarantees or standby repurchase obligations, or any relationships with unconsolidated entities or financial partnerships, including entities often referred to as structured finance or special purpose entities or variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

From time to time, during the normal course of business, we may make certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. These include: (i) indemnities to vendors and service providers pertaining to claims based on our negligence or willful misconduct and (ii) indemnities involving the accuracy of representations and warranties in certain contracts. Pursuant to Delaware law, we may indemnify certain officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. We also have director and officer insurance coverage that limits our exposure and enables us to recover a portion of any future amounts that we may pay for indemnification purposes. We believe the applicable insurance coverage is generally adequate to cover any estimated potential liability for which we may provide indemnification. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential for future payments we could be obligated to make. We have not recorded any liability for these indemnities, commitments and other guarantees in the accompanying Consolidated Balance Sheets.

Critical accounting policies, estimates and assumptions

In preparing financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The following are the significant estimates and assumptions made in preparation of the financial statements:

Revenue Recognition – 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 management service revenue and N-Viro Soil^TMrevenue are recognized upon shipment.

Allowance for Doubtful Accounts – We estimate losses for uncollectible accounts based on the aging of the accounts receivable and the evaluation and the likelihood of success in collecting the receivable. The balance of the allowance at each of the years ending December 31, 2015 is $32,847 and 2014 is $116,260, respectfully.

Property and Equipment/Long-Lived Assets – Property and equipment is reviewed for impairment. The carrying amount of an asset (group) is considered impaired if it exceeds the sum of our estimate of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset (group), excluding interest charges. Property, machinery and equipment are stated at cost less accumulated depreciation. During the year ended December 31, 2015 we concluded that the carrying amount of the property, machinery and equipment is in excess of its fair value and have recorded an impairment charge– see Note 1 item G in the Notes to Consolidated Financial Statements.

Stock Options – We record share-based compensation expense using a fair-value based method of measurement that results in compensation costs for essentially all awards of stock-based compensation. Compensation costs are recognized over the requisite period or periods that services are rendered.

Stock Warrants – We record compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model. We use historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected

forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

Income Taxes – We assume the deductibility of certain costs in income tax filings and estimate the recovery of deferred income tax assets, all of which is fully reserved.

New Accounting Standards – The Financial Accounting Standards Board, or FASB, has issued the following new accounting and interpretations, which may be applicable in the future to us:

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”)¸which requires that all leases with a term of more than one year, covering leased assets such as real estate and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. ASU 2016-02 is effective for fiscal years fiscal years and interim periods beginning after December 15, 2018. We are currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. ASU 2015-17 is effective for fiscal years and interim periods beginning after December 15, 2016. We are currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern and provide related disclosures. ASU 2014-15 is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and is not expected to have a material impact on our consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under GAAP. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" (“ASU 2015-14”), which delayed the effective date by one year. As a result, the standard is effective for us for fiscal and interim periods beginning January 1, 2018 and allows for full retrospective or modified retrospective methods of adoption. We are currently evaluating the impact of the provisions of this standard on our consolidated financial statements.

Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management

recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As of June 30, 2016, management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon the evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at a reasonable assurance level to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Our history of losses has severely limited our budget to hire and train enough accounting and financial personnel needed to adequately provide this function. Consequently, we lack sufficient technical expertise, reporting standards and written policies and procedures regarding disclosure controls and procedures.

Because of the inherent limitations in all disclosure control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be or have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, disclosure controls can be circumvented by the individual acts of some persons, by collusion of two or more people and/or by management override of such controls. The design of any system of disclosure controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, disclosure controls and procedures may become inadequate because of changes in conditions, and/or the degree of compliance with the policies and procedures may deteriorate. Also, misstatements due to error or fraud may occur and not be detected.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 1992 framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as set forth in Internal Control - Integrated Framework. Based on our evaluation, our principal executive officer and our principal financial officer concluded that our internal controls over financial reporting were not effective as of December 31, 2015 for the reasons described below.

We lack personnel in accounting and financial staff to sufficiently monitor and process financial transactions in an efficient and timely manner. Our history of losses has severely limited our budget to hire and train enough accounting and financial personnel needed to adequately provide this function. Consequently, we lacked sufficient technical expertise, reporting standards and written policies and procedures. Specifically, controls were not effective to ensure that significant non-routine transactions, accounting estimates, and other adjustments were appropriately reviewed, analyzed and monitored by competent accounting staff on a timely basis.

We continue to develop and implement a remediation plan to address the material weakness. To date, our remediation efforts have included adoption of an expense reimbursement policy and the hiring of an employee to assist in the financial area of our business. However, due to our continuing lack of financial resources to hire and train accounting and financial personnel, we have not yet fully remedied this material weakness.

During the quarter ended December 31, 2015, there were no material changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

While we are not aware of any material errors to date, our inability to maintain the adequate internal controls may result in a material error in our financial statements. Further, because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. It should be noted that any system of controls,

however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes on Internal Control Over Financial Reporting

During the three months ended June 30, 2016, there were no material changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

BUSINESS

General

manages the waste material as a valuable commodity;

creates material with meaningful heating value; and

results in materials with contaminant levels comparable to or less than those in traditional fuels.

For the six months ended June 30, 2016 and 2015, our largest customer accounted for approximately 43% and 34% of our revenues, respectively, and the top three customers accounted summarily for approximately 84% and 80%, respectively, of our revenues. Customers who accounted for more than 10% of our revenue during the first half of 2016 were Altamonte Springs, Florida and Jacksonville (Fla) Electric Authority, and during the first half of 2015 were Jacksonville (Fla) Electric Authority, Altamonte Springs, Florida and Merrell Brothers, (Fla) Inc.

A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees. Some of these contracts provide for termination of the contract by the customer after giving relatively short notice. In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts. If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

From April 2011 to September 2011, we operated the first full-scale N-Viro Fuel™ mobile processing facility in western Pennsylvania as a pilot project. The mobile system is intended to prepare quantities of N-Viro Fuel™ for necessary testing by power facilities who may eventually become our customers. In September 2011 an initial 10% substitution of N-Viro Fuel for coal test was successfully performed at a western Pennsylvania power generator. In July 2012 the positive results of this test resulted in a letter agreement with the same power producer to perform a second and final 20% substitution test of N-Viro Fuel. We submitted a permit approval request to the Pennsylvania Department of Environmental Protection for the mobile facility for this second test in January 2013, but the Pennsylvania DEP only issued the permit in February 2015. We and the power facility ended the process in May 2015 because the facility had its own permitting issues with the Pennsylvania DEP. Full permitting will again be required if and when this development is resumed in Pennsylvania or elsewhere.

N-Viro Fuel^TM

The N-Viro Process

N-Viro Process Facilities

Florida N-Viro, LP, a processing facility and wholly-owned subsidiary, was in continuous operation from 1995 until April 2014 in Volusia County, Florida, and represented 96% of our total revenue in 2014. The facility processed regional biosolids for multiple communities and maintained contracts with Altamonte Springs, Bunnell, New Smyrna Beach, Palm Coast, Port Orange, the Tohopekaliga Water Authority and Volusia County. Additionally, we worked with other regional biosolids management companies and have worked with other municipalities with short-term and interim agreements.

Sales and Marketing of N-Viro Process

permitting requirements in the power generation facilities, and, as noted above, N-Viro has built a mobile facility to produce N-Viro Fuel on a commercial full-scale basis. We will continue to introduce this mobile facility to different municipalities and power generation plants to demonstrate the regulatory and power effectiveness of our process. Our goal is to build, own and operate permanent N-Viro Fuel processing facilities. We can provide no assurance of our ability to negotiate long-term arrangements from the mobile facility’s performance.

International Sales and Marketing. In certain countries outside the United States, we have at times sold or licensed the N-Viro Process through agents. In their respective territories, the agents marketed licenses for the N-Viro Processes, served as distributors of alkaline admixture, oversaw quality control of the installed N-Viro facilities, enforced the terms of the license agreements with licensees and marketed N-Viro Soil. In general, the agents have paid one-time, up-front fees to us for the rights to market or use the N-Viro Process in their respective territories. Typically, the agreements with the agents provide for us to receive a portion of the up-front license fees, ongoing royalty fees paid by the licensees, a portion of the proceeds from the distribution and resale of alkaline admixture and the sale of N-Viro Soil. Agents have total responsibility and control over the marketing and contracts for N-Viro technology, subject only to license models or minimum agreements with us. As of the date of this prospectus, CRM technologies is our agent for Israel, Greece and Eastern Europe.

Research and Development

We continue to investigate methods to shorten drying time, improve the N-Viro Fuel process, substitute various other materials for use as alkaline admixtures and improve the quality and attractiveness of N-Viro Fuel to a variety of end-users. We see opportunities to improve the efficiency of our process through the utilization of alterative heat sources such as methane, waste heat solid fuel and gasification technologies, as viable alternatives to the use of natural gas for process drying.

In 2007 we performed a full scale test of the N-Viro Fuel product at the T.B. Simon Power Plant located on the campus of Michigan State University. The successful results of this first full test encouraged us to focus primarily on the development of the N-Viro Fuel technology. In September 2011, we performed a multiple day 10% N-Viro Fuel test with a Pennsylvania power producer, utilizing our mobile facility for the production of the test fuel. This test was successful as it demonstrated that N-Viro Fuel did not adversely affect boiler operation, did not cause a negative impact on resulting ash and did not exceed monitored stack air emissions.

During the last two fiscal years, we have not expended any resources for research and development activities, and therefore no cost has been borne by any of our customers,

Patents and Proprietary Rights

Processing Biosolids Patents

We have several patents and licenses relating to the treatment and processing of biosolids. While there is no one single patent that is alone material to our business, we believe that our aggregate patents are important to our prospects for future success. We cannot be certain, however, that future patent applications will successfully be issued as patents, or that any already issued patents will give us a competitive advantage. It is also possible that our patents could be successfully challenged or circumvented by competitors or other parties. In addition, we cannot assure that our treatment processes do not infringe on patents held by third-parties or their proprietary rights. We are not aware of any such infringement.

N-Viro Fuel Patents

We hold several patents relating to N-Viro Fuel. In the N-Viro Fuel process, waste products, which can include domestic sewage sludge, manures and other materials, are treated with mineral by-products, dried by a mechanical dryer, and converted into a renewable fuel that can be used as a primary stand-alone fuel or as a substitute for coal in coal-fired boilers and kilns. We are actively marketing the N-Viro Fuel process in response to the national policy encouraging both alternative energy generation as well as attaining the highest and best reuse of waste materials.

In addition, we make use of our trade secrets or "know-how" developed in the course of our experience in the marketing of our services. To the extent that we rely upon trade secrets, unpatented know-how and the development of improvements in establishing and maintaining a competitive advantage in the market for our services, we can provide no assurance that such proprietary technology will remain a trade secret or that others will not develop substantially equivalent or superior technologies to compete with our services.

The following is a list of our patents:

Group A: Pasteurization and Stabilization


Patent #	Patent Expiration Year	Description
4,781,842	2007	Pasteurization
4,902,431	2008	Pasteurization
5,275,733	2011	Stabilization
5,417,861	2011	Stabilization expansion

Group B: BioBlend


5,853,450	2015	BioBlend

Group C: BioDry


5,853,590	2015	BioDry
6,666,154	2023	Mineral By-Product Inclusion
6,752,848	2024	Process Patent
6,752,849	2024	Process Improvement
7,083,728	2023	Advanced BioDry

Group D: Manure


6,248,148	2020	Method Patent
6,405,664	2021	Improvement to patent

Group E: Nematode Suppression


6,407,038	2020	Suppress nematodes

Group F: N-Viro Fuel


6,405,664	2021	Alternative Fuel with Coal
Expansion of 6,405,664	2023	Expansion of Fuel
Expansion of 6,405,664	2023	Fuel in Cement Kilns

Industry Overview

Under the Part 503 Regulations, landfills, surface disposal and incineration remain permissible sludge management alternatives, but these conventional disposal options have become subject to more stringent regulatory standards. The vast majority of states have enacted site restrictions and/or other management practices governing the disposal of sludge in landfills or surface disposal. 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 Regulations impose additional specific pollutant limits for sludge to be incinerated and for the resulting air emissions.

Surface disposal of sludge involves the placement of sludge on the land, often at a dedicated site for disposal purposes. The Part 503 Regulations 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 are often required to meet certain standards with respect to pathogen levels relating to coliform or salmonella bacteria counts ("Class B" pathogen levels), levels of various pollutants, including metals, and elimination of attractiveness to pests, such as insects and rodents.

Land application for beneficial use 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 Regulations, N-Viro Soil is a product that meets certain stringent standards. "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" products. The Class A pathogen levels are significantly more stringent than the Class B pathogen levels.

"Exceptional quality" products are treated by the USEPA as safe products, thereby exempting these products from many federal restrictions on their use. All N-Viro products that are produced according to N-Viro Process specifications meet the pollutant concentration limits and other standards set forth in the Part 503 Regulations, and therefore qualify as an "exceptional quality" product that exceeds the USEPA's standards for unrestricted use.

Competition

We are 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 us. Our business competes within and outside the United States principally on the basis of pricing, reliability of our services provided, product quality, specifications and technical support. Competitive pressures 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 operation. There can be no assurance that we will be able to maintain a competitive position in the sludge treatment industry.

Environmental Regulation

Various environmental protection laws have been enacted and amended during recent decades in response to public concern over the environment. Our operations and those of our licensees are subject to these evolving laws and the implementing regulations. The primary United States environmental laws which we believe may be applicable to the N-Viro Process and the land application of N-Viro Soil^TM include Resource Conservation and Recovery Act (“RCRA”), the Federal Water Pollution Control Act of 1972 (“Clean Water Act”), the Comprehensive Environmental Response, Compensation, and Liability Act, (“CERCLA”) and the Pollution Prevention Act of 1990 (“PPA”). These

laws regulate the management and disposal of wastes, control the discharge of pollutants into the water, provide for the investigation and remediation of contaminated land and groundwater resources and establish a pollution prevention program. In addition, various states have implemented environmental protection laws that are similar to the applicable federal laws. States also may require, among other things, permits to construct N-Viro facilities and to sell and/or use N-Viro Soil^TM. There can be no assurance that any such permits will be issued.

The Part 503 Regulations. Historically, sludge management has involved either disposal, principally by landfilling, incineration, ocean dumping and surface disposal, or land application for beneficial use. Sewage sludge and the use and disposal thereof are regulated under the Clean Water Act. In 1993, the U.S. Environmental Protection Agency (“EPA”) published the Part 503 Regulations under the Clean Water Act, implementing the EPA's "exceptional quality" program. These regulations establish sludge use and disposal standards applicable to public and privately-owned wastewater treatment plants in the United States, including publicly-owned treatment works, or POTWs. Under the Part 503 Regs, sludge products that meet certain stringent standards are considered to be "exceptional quality" (“Class A”) products and are not subject to as stringent federal restrictions on agricultural use or land application. N-Viro Soil™ is an "exceptional quality" product. Lower quality 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 sludge and sludge products, including N-Viro Soil ™ and other "exceptional quality" 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, we review the results of regular testing of sludge required by the EPA to be conducted by wastewater treatment plants, and we review tests of N-Viro Soil™ produced on a periodic basis. In general, we do 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. 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 have regulations for certain pollutants that impose more stringent numerical concentration limits than the federal rules.

The Resource Conservation and Recovery Act. RCRA regulates all phases of hazardous waste generation, management and disposal. 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. Although neither the alkaline admixture nor wastewater sludge used in the N-Viro Process is presently 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 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. We believe the N-Viro Process poses little risk of releasing hazardous substances into the environment that presently could result in liability under CERCLA.

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. Additional laws or regulations impacting use or negatively classifying products like those produced by N-Viro are also a possibility. We believe that the N-Viro Process contributes to pollution prevention by providing an alternative to disposal.

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. Certain of our

licensees operate in jurisdictions that require permits and have been able to obtain them for the N-Viro product. 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 landfill 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.

The costs of compliance are typically borne by our licensees, except in the case of direct sludge processing into a facility. Normally this cost is not material to us in relation to the total contract revenue.

Employees

As of September 23, 2016, we had one (1) part-time and five (5) full-time employees. Two of our employees were engaged in sales and marketing, two were in finance and administration and two were in operations. We consider our relationship with our employees to be satisfactory.

Current Developments

We are currently in discussions with companies in the fuel/power generation industries for the development and commercialization of the patented N-Viro Fuel™ technology. There can be no assurance that these discussions will be successful. We continue to focus on the development of regional biosolids processing facilities. Currently we are in negotiations with several privatization firms to permit and develop independent, regional facilities and for international facility development.

PROPERTIES

Our executive and administrative offices are located in Toledo, Ohio. In April 2011, we signed a 68 month lease with a lessor in Toledo, Deerpoint Development Company, Ltd (“Deerpoint”). The total minimum rental commitment for the year 2016 is $40,800. In 2014 we negotiated a stock for rent deal with Deerpoint, issuing them 16,200 shares of our unregistered common stock at a price of $0.71 per share in exchange for three months rent, resulting in net additional expense of approximately $1,300 above the contracted amount, but saving us approximately $10,200 of cash. In June 2015, we issued Deerpoint 16,106 shares of our unregistered common stock at a price of $1.43 per share in exchange for six months rent, resulting in net additional expense of approximately $2,700 above the contracted amount, but saving us approximately $20,400 of cash.

In October 2010, we began to lease property in Emlenton, Pennsylvania under a lease with A-C Valley Industrial Park, for one year. After September 2011 we have been operating under a month-to-month lease at this location for one-half the rate under the original lease agreement.

In June 2009, we began to maintain an office/warehouse in West Unity, Ohio under a lease with D&B Colon Leasing, LLC, for one year. In June 2010, we renewed the lease for an additional year through May 2011, and operated under a month-to-month lease until we closed this office in September 2014. In June 2015, we issued D&B Colon Leasing 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving us approximately $27,500 of cash.

We maintained an office in Daytona Beach under a five year lease with the County of Volusia, Florida, from March 2009 through March 2014. Effective and subsequent to April 2014, we briefly operated on a month-to-month lease with Volusia County to allow us to remove certain owned assets and finished product from the site as approved by the County.

In June 2014, we entered into a five year lease of certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC, a company owned by David Kasmoch, the father of Timothy R. Kasmoch, our President and Chief Executive Officer. The monthly lease payment is $10,000, and the total minimum rental commitment for each of the years ending December 31, 2016 through 2018 is $120,000 and for the year ending December 31, 2019 is $50,000. This lease is for our operating facility which commenced operations in June 2014, and has been determined to be a capital lease. More details are provided in Note 4, “Capital Lease” of the Form 10-K.

LEGAL PROCEEDINGS

In December 2013, Central States Southeast and Southwest Areas Pension Fund (“Central States”) filed an action in Illinois District Court on a $405,000 withdrawal liability from an ERISA multi-employer plan. In September 2014, we agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with payments of $6,000 per month for the first twelve months and $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016. Certain of the settlement payments due under the settlement are delinquent, and as of June 30, 2016, we owed approximately $418,000, including estimated default fees.

Securities and Exchange Commission

As a public company, we are required to file periodic reports, as well as other information, with the Securities and Exchange Commission (SEC) within established deadlines. Any document we file with the SEC may be viewed or copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Additional information regarding the Public Reference Room can be obtained by calling the SEC at (800) SEC-0330. Our SEC filings are also available to the public through the SEC’s web site located at www.sec.gov. Our Central Index Key (CIK) number with the SEC is 904896.

We maintain a corporate web site at www.nviro.com on which investors may access free of charge our annual report on Form 10-K, quarterly reports on Form 10-Q and any amendments to those reports as soon as is reasonably practicable after filing such material with the SEC, for the past six (6) years of filings. Although not required to do so, we have also posted all filings on Form 8-K for the prior three (3) years plus the current year to date on our site. In addition, we will voluntarily provide electronic or paper copies of our filings free of charge upon request to James K. McHugh, our Chief Financial Officer, at (419) 535-6374 or via e-mail to jmchugh@nviro.com. We also intend to avail ourselves of the ability to use social media to communicate with the public within the guidelines announced by the SEC in a release dated April 2, 2013.

MANAGEMENT

Directors, Executive Officers and Corporate Governance

DIRECTORS OF THE COMPANY

As of the date of this prospectus, we have not held an annual meeting of our stockholders since November 2014, a period that exceeds thirteen months as required by Delaware law. As a result, our Class I directors were not reelected by the stockholders in 2015 as planned, however they continue to serve as directors until their respective successors are elected and qualified. The failure to hold a stockholder meeting in 2015 and potentially in 2016 is inconsistent with Delaware law and the Company’s by-laws. A stockholder could require the Chancery Court of Delaware to compel a stockholder meeting; however, no such request has been made as of the date of this prospectus. It is intended that the Company will hold its next annual meeting of stockholders within about 60 days of filing its Form 10-K for the Company fiscal year ended December 31, 2016.

With the resignations of James Hartung, Thomas Kovacik, Carl Richard and Joseph Scheib in 2015, the number of directors on our Board is currently five (5) - two Class I Directors: Michael P. Burton-Prateley and Mark D. Hagans, whose terms expired in 2015 but who continue to serve as Class I directors until their respective successors are elected and qualified; and three Class II Directors: Martin S. Jaskel, Timothy R. Kasmoch and Gene K. Richard. Messrs. Jaskel, Kasmoch and Richard’s terms are scheduled to expire upon the election and qualification of

directors at the annual meeting of stockholders which was required to be held in 2016. However, due to the limited amount of funds available to the Company as of the date of this Prospectus, the Company is not likely to hold its required Delaware meeting in 2016. In such event, Messrs. Jaskel, Kasmoch and Richard will continue to serve as Class II directors until their respective successors are elected and qualified. At each annual meeting of stockholders, directors will be elected for a full term of two years to succeed those directors whose terms are expiring. It is currently anticipated that an annual meeting of stockholders will be held in the spring of 2017 and in the spring of 2018 to elect the Class I and Class II, respectively.

The following table sets forth the names and ages of our directors.



Name	Age	Position
Michael P. Burton-Prateley	53	Class I Director*
Mark D. Hagans	49	Class I Director*
Martin S. Jaskel	70	Class II Director**
Timothy R. Kasmoch	54	Class II Director, Chairman of the Board , President and Chief Executive Officer**
Gene K. Richard	56	Class II Director**

_____________

* Directors with terms expired in 2015 but continue to serve as Class I directors until their respective successors are elected and qualified.

** Directors with terms anticipated to expire in 2016 but continue to serve as Class II directors until their respective successors are elected and qualified.

For the past three years, Michael P. Burton-Prateley has been an executive team member of BBM Energy, headquartered in London, England, and has an extensive background within the investment banking sector. He is also a director on the boards of N-Viro Energy Limited, N-Viro Energy Holding (Asia) Limited and N-Viro Energy (Hong Kong) Limited, since their inception principally in 2014. From 2010 until 2012, he was Chief Executive Officer of the Card Services Division of Toto Communications (Europe) Ltd., a UK private company, engaged in the provision of telecommunications services to business customers in the UK, and is currently one of their Directors and Chairman. In his career, he has advised on a broad range of transactions, including mergers and acquisitions, corporate financing, corporate restructuring, post-acquisition integration and joint ventures/strategic partnerships and alliances. He is also an experienced international corporate financier and management consultant. Mr. Burton-Prateley earned an Economics Degree from Manchester University in Manchester, England, and a Masters Degree in Management from Templeton College at the University of Oxford, England. Mr. Burton-Prateley is a Chartered Accountant in the UK, having qualified with KPMG. Mr. Burton-Prateley has served as our director since his appointment in April 2014 and is a member of the Board's Compensation and Finance Committees. Mr. Burton-Prateley’s qualifications to serve as a director of the Company consist of strong financial, asset management and global business experience.

For the past fifteen years, Mark D. Hagans has been an attorney and partner with the law firm of Plassman, Rupp, Hagans, Newton & Bohmer, of Archbold, Ohio, and his practice focuses on corporation, taxation and banking law. Mr. Hagans serves on numerous Boards of Directors, including the Fulton County (Ohio) Health Center, where he is presently the Treasurer and chair of the Finance Committee. Mr. Hagans earned his law degree from the University of Toledo. Mr. Hagans has served as our director since December 2006 and is a member of the Board's Audit, Finance and Technology Committees. Mr. Hagans’ experience as a lawyer and businessman enables him to bring valuable resources to the Board.

For the past eleven years, Martin S. Jaskel has been a Director with European American Capital Services, Ltd., of London, England, and has over 40 years’ experience in the financial services industry. Mr. Jaskel is also a member of the Advisory Board of N-Viro Energy Limited. He began in the United Kingdom government bond market as a broker with leading firms. In 1988 he was appointed Director of Global Sales and Marketing of Midland Montagu Treasury, and in 1990 was appointed Director of Global Sales at NatWest Treasury and was promoted to Managing Director of Global Trade and Banking Services in 1994. He's sat on the advisory board of ECGD, the UK export-import bank, and on several government and Bank of England advisory boards. In 1997 he founded a financial services consultancy which included KPMG Corporate Finance and the corporate FX division of Travelex PLC, and as Managing Director of a private real estate company with a £500m portfolio. In 2005 he joined European American Capital Services, Ltd. He has wide experience as a non-executive Director of both European public and private

companies, and is a 1967 Economics graduate of the University of Manchester, England. He has served as our director since his appointment in July 2015 and is a member of the Board's Audit and Nominating Committees. Mr. Jaskel’s qualifications to serve as our director consist of his strong financial and international experience.

For the past ten years, Timothy R. Kasmoch has been our President and Chief Executive Officer and a director since January 2006, and was appointed Chairman of the Board upon James Hartung’s resignation in July 2015. He is also a director on the boards of N-Viro Energy Limited, N-Viro Energy Holding (Asia) Limited and N-Viro Energy (Hong Kong) Limited, since their inception principally in 2014. Previously, Mr. Kasmoch held various positions including Vice President of a privately held soil management company, that provided trucking and equipment services to us within the last five years, where he led the composting division to extract the highest value possible from organic feedstock into marketable products for the lawn and garden industry and helped them achieve record expansion in the 1990’s. Mr. Kasmoch pursued the acquisition of an international soil mining company and as their President, focused on creating value through continuous improvements that balanced financial measures with quality and customer service. Mr. Kasmoch is a member of the Board’s Finance, Nominating and Technology Committees. His qualifications to serve as our director consist of being active in the area of soil management and conservation for over twenty years and bringing extensive experience in environmental management, operations and strategic planning. He is the only “insider” on the Board and strongly encourages open communication with all Company stockholders.

For the past eight years, Gene K. Richard has been an Associate Pathologist with Consultants in Laboratory Medicine of Greater Toledo, Ohio. Dr. Richard was the Associate Director of Clinical Chemistry at Methodist Hospitals of Dallas, Texas from August 1998 to July 2008, while concurrently a partner with Surgical Pathologists of Dallas and a partner with Laboratory Physicians Association. Dr. Richard has an extensive background in clinical and anatomic pathology and specializes in surgical pathology and cytopathology. Dr. Richard was educated at the Ohio State University College of Medicine, Medical University of South Carolina, Memorial Hospital for Cancer & Allied Diseases in New York, Memorial Sloan-Kettering Cancer Center in New York and the North Shore University Hospital at Cornell University, and has been Board Certified in Anatomic & Clinical Pathology since 1992. Dr. Richard has served as our director since his appointment in April 2014 and is a member of the Board’s Compensation and Nominating Committees. Dr. Richard’s qualifications to serve as a director of the Company consist of his strong educational and medical experience.

Key Relationships

Michael Burton-Prateley is a member of the boards of N-Viro Energy Limited, N-Viro Energy Holding (Asia) Limited and N-Viro Energy (Hong Kong) Limited, all related companies to us by virtue of our 45% ownership interest in N-Viro Energy, Limited, which is the parent of N-Viro Energy Holding (Asia) Limited and N-Viro Energy (Hong Kong) Limited He is also the Chief Executive Officer of N-Viro Energy Limited.

Martin Jaskel is a member of the Advisory Board of N-Viro Energy Limited, a related company to us by virtue of our 45% ownership interest in N-Viro Energy, Limited.

Timothy Kasmoch is a member of the boards of N-Viro Energy Limited, N-Viro Energy Holding (Asia) Limited and N-Viro Energy (Hong Kong) Limited, all related companies to us by virtue of our 45% ownership interest in N-Viro Energy, Limited, which is the parent of N-Viro Energy Holding (Asia) Limited and N-Viro Energy (Hong Kong) Limited.

Gene Richard is the son of former Board member Carl Richard, who resigned in July 2015.

CORPORATE GOVERNANCE AND BOARD MATTERS

Our Board of Directors

Our business, property and affairs are managed under the direction of our Board. Our Board, as a whole, has the responsibility for risk oversight of management. The role of our Board of Directors is to oversee the President and Chief Executive Officer, the Executive Vice President and the Chief Financial Officer in the operation of our company, including management's establishment and implementation of appropriate practices and policies with respect to areas of potentially significant risk to us. Our Board considers risks to our company as part of the strategic

planning process and thorough review of compliance issues in committees of our Board, as appropriate. While the Board has the ultimate oversight responsibility for such risk management process, various committees of the Board are structured to oversee specific risks in the areas covered by their respective assignments such as audits or compensation. In addition, our Board may retain, on such terms as determined by the Board and in its sole discretion, independent legal, financial and other consultants and advisors to advise and assist the Board in fulfilling its oversight responsibilities. Currently, there are no such consultants in any category assisting or advising our company.

Management is responsible for N-Viro’s day-to-day risk management, and the entire Board’s role is to engage in informed oversight. Our Chief Executive Officer is a member of the Board of Directors, and our Chief Financial Officer and Executive Vice President/General Counsel regularly attend Board meetings, which helps facilitate discussions regarding risk between the Board and our senior management, as well as the exchange of risk-related information or concerns between the Board and the senior management. The Board believes Mr. Kasmoch’s service as Chief Executive Officer and as a Board member is appropriate because it bridges a critical gap between our management and the Board, enabling the Board to benefit from management’s perspective on our business while the Board performs its oversight function.

Our philosophy about diversity among its Board members is discussed below under “Nominating Committee.”

Meetings of the Board of Directors

Our Board held five (5) meetings during 2015, consisting of two regular meeting and three special meetings. Each director attended 100% of the aggregate number of meetings held by the Board of Directors and the Committees of the Board of Directors on which he served. It is the policy of our company that members of the Board attend the annual stockholder meeting. Failure to attend the annual stockholder meeting without good reason is a factor the Nominating Committee and Board will consider in determining whether or not to renominate a current Board member. All members of the Board serving at the time attended the adjourned or reconvened 2014 Annual Meeting, our last Annual Meeting held, except Mr. Hagans.

Shareholder Communications with the Board

We encourage stockholder communications with directors. Stockholders may communicate with a particular director, all directors or the Chairman of the Board by mail or courier addressed to him or the entire Board in care of James K. McHugh, Corporate Secretary, N-Viro International Corporation, 2254 Centennial Road, Toledo, OH 43617. All correspondence should be in a sealed envelope marked “Confidential” and will be forwarded unopened to the director as appropriate.

Board Independence

Although we are not subject to the listing requirements of any stock exchange, we are committed to a board in which a majority of our members consist of independent directors, as defined under the NASDAQ rules. The Board has reviewed the independence of its members, applying the NASDAQ standards and considering other commercial, legal, accounting and familial relationships between the directors and us. The Board has determined that all of the directors and director nominees are independent other than Mr. Kasmoch, who is not an independent director by virtue of his current position as our President and Chief Executive Officer.

Committees of the Board of Directors

The Board has the following standing committees: the Audit Committee, the Compensation Committee, the Finance Committee, the Nominating Committee and the Technology Committee. The composition and function of each Committee is set forth below:



Director	Audit	Compensation	Nominating	Finance	Technology
Michael Burton-Prateley		X		X
Mark Hagans	X			X*	X
Martin Jaskel	X*		X
Timothy Kasmoch			X*	X	X*
Gene Richard		X*	X

* Committee Chair

Audit Committee

During most of 2015 our Audit Committee consisted of Joseph Scheib and Mr. Hagans. Mr. Scheib resigned in October 2015 and was replaced by Mr. Jaskel. In accordance with our Audit Committee Charter, each of the Audit Committee members must be “independent” as determined under the NASDAQ rules. The Audit Committee currently is not subject to, and does not follow, the independence criteria set forth in Section 10A of the Securities Exchange Act 1934, as amended. The Board has determined that each of the directors who serve on the Audit Committee are “independent” under the NASDAQ rules, meaning that none of them has a relationship with us that may interfere with their independence from us and our management. Further, the Board has determined that Mr. Jaskel qualifies as a “financial expert” as defined by the Securities and Exchange Commission (the "SEC").

The Audit Committee recommends the appointment of the outside auditor, oversees our accounting and internal audit functions and reviews and approves the terms of transactions between us and related party entities. During 2015, the Audit Committee met one time. The Audit Committee has retained UHY LLP to conduct the audit for the year ended December 31, 2015. The Audit committee is governed by a written charter, a copy of which was attached to the Proxy Statement for our annual meeting held on June 8, 2007.

Compensation Committee

The Compensation Committee determines officers’ salaries and bonuses and administers the grant of stock options pursuant to our stock option plans. The Compensation Committee does not have a written charter. During 2015 the Compensation Committee consisted of Gene Richard, Thomas Kovacik and James Hartung, until Messrs. Kovacik and Hartung’s resignations in July 2015. Mr. Burton-Prateley was appointed to the Committee in October 2015. The Compensation Committee did not meet during 2015.

The Board has determined that all of the members of the committee are “independent” as determined under the NASDAQ standards.

Finance Committee

During most of 2015 the Finance Committee consisted of Messrs. Hagans, Kasmoch and Scheib, until Mr. Scheib’s resignation in October 2015 and replaced by Mr. Burton-Prateley. The Committee assists in monitoring our cash flow requirements and approves any internal or external financing or leasing arrangements. The Finance Committee does not have a written charter. The Finance Committee met one time during 2015.

Nominating Committee

During 2015 the Nominating Committee consisted of Mr. Scheib, Carl Richard and Hartung, until their respective resignation throughout 2015. In October 2015, Messrs. Kasmoch, Jaskel and Richard were all appointed. The Committee considers and recommends to the Board qualified candidates for election as Board members, and

establishes and periodically reviews criteria for selection of directors. The Nominating Committee does not have a written charter. The Nominating Committee met one time during 2015.

The Board has determined that all of the members of the committee are “independent” as determined under the NASDAQ standards.

The Nominating Committee will consider candidates recommended by stockholders, directors, officers, third-party search firms and other sources for nomination as a director. The Committee considers the needs of the Board and evaluates each director candidate in light of, among other things, the candidate’s qualifications. Recommended candidates must be of the highest character and integrity, free of any conflicts of interest and possess the ability to work collaboratively with others, and have the time to devote to Board activities. All candidates will be reviewed in the same manner, regardless of the source of the recommendation. Presently, the Nominating Committee does not consider diversity as a characteristic in its selection of candidates except to the extent that the Nominating Committee seeks to expand the range of categories of experience and relationships in different aspects of the waste management process the Company requires for the different foci of its business and potential contacts with sources of business opportunity for the Company.

The Nominating Committee will consider all stockholder recommendations of proposed director nominees, if such recommendations are timely received under applicable SEC regulations and include all of the information required to be included as set forth in the By-Laws. To be considered “timely received,” recommendations must be received in writing at our principal executive offices, at N-Viro International Corporation, 2254 Centennial Road, Toledo, OH 43617, Attention: Chairman, Nominating Committee, c/o James K. McHugh, Corporate Secretary, no later than February 17, 2017.

All candidates recommended by stockholders should be independent and possess substantial and significant experience which would be of value to us in the performance of the duties of a director. In addition, any stockholder director nominee recommendation must include, at a minimum, the following information: the stockholder’s name; address; the number and class of shares owned; the candidate’s biographical information, including name, residential and business address, telephone number, age, education, accomplishments, employment history (including positions held and current position), and current and former directorships; and the stockholder’s opinion as to whether the stockholder recommended candidate meets the definitions of “independent” under the NASDAQ standards. In addition, the recommendation letter must provide the information that would be required to be disclosed in the solicitation of proxies for election of directors under federal securities laws. The stockholder must include the candidate’s statement that he/she meets these requirements; is willing to promptly complete the Questionnaire required of all officers, directors and candidates for nomination to the Board; will provide such other information as the Committee may reasonably request; consents to serve on the Board if elected; and a statement whether such candidate, if elected, intends to tender, promptly following such person’s election or re-election, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election.

Compensation of Directors

Our Board of Directors has approved the payment of cash compensation to non-employee directors in exchange for their service on the Board. The amount of cash compensation to be received by each non-employee director is $1,000 per regular meeting attended during each calendar year, and $500 per special meeting attended. Our Board of Directors generally has three meetings per calendar year. The Directors are reimbursed for out-of-pocket expenses incurred in attending meetings of the Board of Directors or any committees thereof. During 2015, the Board voluntarily waived the cash compensation for all regular and special meetings, but received unregistered common stock in lieu of cash for attendance at all board meetings.

Under our current stock option plan, the N-Viro International Corporation 2010 Stock Option Plan (“2010 Plan”), each non-employee Director automatically receives a grant of options to purchase 5,000 shares of Common Stock for each regular meeting attended, and an option to purchase 2,500 shares of Common Stock for each special meeting attended, subject to a maximum of 30,000 options in any calendar year.

In 2015, the Board approved a plan to award an option to purchase 2,000 shares of Common Stock to a director who attends a committee meeting, also collectively subject to the 30,000 options annual maximum, with board meetings attended.

Directors who are our employees do not receive any additional compensation for serving as Directors. Up until July 2016, directors who are our consultants did not receive any additional cash compensation for serving as Directors, but did receive stock options per the provisions of the 2010 Plan. At a meeting of the Board in July 2016, additional compensation was approved to any non-employee Directors, to be paid in either cash or stock, for additional services rendered as consultants, pursuant to approval by the Board before any expense is incurred.

See “Certain Relationships and Related Transactions” for additional compensation to directors.

DIRECTOR COMPENSATION


	Fees	Fees		Non-Equity	Non-Qualified	Non-Qualified
	Earned or	Earned or		Incentive	Incentive	Deferred	All
	Paid in	Paid in	Option	Plan	Plan	Compensation	Other
Name	Cash	Stock (1)	Awards	Compensation	Compensation	Earnings	Compensation	Total
Michael Burton-Prateley	$ -	$ 2,500	$ 16,290	$ -	$ -	$ -	$ -	$ 18,790
Mark Hagans	-	2,500	16,290	-	-	-	-	18,790
James Hartung*	-	500	5,750	-	-	-	-	6,250
Martin Jaskel	-	1,000	5,100	-	-	-	-	6,100
Timothy Kasmoch	-	-	-	-	-	-	-	-
Thomas Kovacik*	-	-	-	-	-	-	-	-
Carl Richard*	-	1,500	11,190	-	-	-	-	12,690
Gene Richard	-	2,500	16,290	-	-	-	-	18,790
Joseph Scheib*	-	2,500	16,290	-	-	-	-	18,790
	$ -	$13,000	$87,200	$ -	$ -	$ -	$ -	$100,200

* No longer a director at 12/31/15
(1) Represents $1,000/$500 per regular/special meeting attended, paid in unregistered common stock at the equivalent value.

EXECUTIVE OFFICERS OF THE COMPANY

Executive officers of the Company are appointed by the Board of Directors and hold office at the pleasure of the Board. Set forth below is biographical and other information on the current executive officers of the Company. Mr. Kasmoch also serves as a member of the Board and his biographical information is set forth above under the caption “Directors of the Company.”



Name	Age	Position
Timothy R. Kasmoch	54	President and Chief Executive Officer
Robert W. Bohmer	47	Executive Vice-President and General Counsel
James K. McHugh	57	Chief Financial Officer, Secretary and Treasurer

Robert W. Bohmer has been our Executive Vice-President and General Counsel since July 2007. He is also a director on the board of N-Viro Energy Limited. From 1996 until joining the Company, Mr. Bohmer had been a partner with the law firm of Watkins, Bates and Carey, LLP, Toledo, Ohio. From 2005 through June 2007, Mr. Bohmer had served as general outside counsel to the Company. Effective May 2014, Mr. Bohmer became a part-time employee and performs outside legal work with the law firm of Plassman, Rupp, Hagans, Newton & Bohmer. Mark Hagans is a member of our board and a partner in that law practice.

James K. McHugh has served as our Chief Financial Officer, Secretary and Treasurer since January 1997. Prior to that date, Mr. McHugh served the Company in various financial positions since April 1992, and was a key member of the team that took the Company public in 1993.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following table presents the total compensation paid to our Chief Executive Officer, Executive Vice President and Chief Financial Officer during 2015 and 2014. There were no other executive officers who were serving at the end of 2015 or 2014 and whose total compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE


Name and Principal Position	Year	Salary (3) (4)	Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total

Timothy R. Kasmoch	2015	$150,000	$ -	$ -		$ -		$ -		$ -		$ 10,200		$160,200
President and CEO (1)	2014	150,000	-	-		-		-		-		10,200		160,200

Robert W. Bohmer	2015	57,200	-	-		-		-		-		-		57,200
Executive V.P.	2014	88,133	-	-		-		-		-		-		88,133

James K. McHugh	2015	125,000	-	-		-		-		-		399		125,399
Chief Financial Officer (2)	2014	125,000	-	-		-		-		-		399		125,399

(1)

For the “All Other Compensation” column, Mr. Kasmoch was compensated in cash for the use of his personal vehicle for $10,200 for each of 2015 and 2014. Exactly 10% of the 2015 and 2014 amounts for Mr. Kasmoch have been deferred and are expected to be paid in 2016.

(2)

For the “All Other Compensation” column, Mr. McHugh is taxed on the imputed benefit of a life insurance policy that benefits his personal beneficiary for one-half the face value of the policy and N-Viro International Corporation for the other one-half.

(3)

Amounts listed are each executive’s gross salary per their March 2010 employment agreement, except Mr. Bohmer – see (4). Starting in February 2012, all officers listed voluntarily deferred 10% of their gross salary. Throughout 2014 and 2015, deferred salary continues to be accrued and is expected to be paid in 2016. The amount of deferred salary before related payroll taxes total approximately $151,000 at December 31, 2015. During 2014 and 2015, all three executives voluntarily agreed to forego full salary payments to provide cash for operations. The amount of unpaid salary before related payroll taxes total approximately $85,000 at December 31, 2015. This amount is accrued as of December 31, 2015 and is expected to be paid in 2016.

(4)

Effective May 1, 2014, Mr. Bohmer agreed to an amendment to his employment agreement, making him a part-time employee and reducing his salary to $57,200.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS


Name	# of Securities Underlying Unexercised Options Exercisable	# of Securities Underlying Unexercised Options Unexercisable	Equity Incentive Plan Awards: # Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date	# of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: # Unearned Shares, Units or Other Rights That have Not Vested	Equity Incentive Plan Awards: Market Or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
Timothy R. Kasmoch	250,000	-	-	$ 2.00	12/30/16	-	$ -	-	$ -
Timothy R. Kasmoch	2,500	-	-	$ 1.70	2/15/16	-	$ -	-	$ -
Timothy R. Kasmoch	25,000	-	-	$ 1.94	7/11/19	-	$ -	-	$ -
Timothy R. Kasmoch	243,000	-	-	$ 2.23	7/22/19	-	$ -	-	$ -
Timothy R. Kasmoch	75,000	-	-	$ 3.27	3/18/20	-	$ -	-	$ -
Timothy R. Kasmoch	100,000	-	-	$ 1.63	8/10/21	-	$ -	-	$ -
Timothy R. Kasmoch	125,000	-	-	$ 1.25	5/16/23	-	$ -	-	$ -
Timothy R. Kasmoch	25,000	-	-	$ 0.67	5/12/24	-	$ -	-	$ -
Timothy R. Kasmoch	100,000	-	-	$ 0.67	5/16/24	-	$ -	-	$ -
Timothy R. Kasmoch	100,000	-	-	$ 2.08	5/16/25	-	$ -	-	$ -

Robert W. Bohmer	100,000	-	-	$ 2.80	6/13/17	-	$ -	-	$ -
Robert W. Bohmer	25,000	-	-	$ 1.94	7/11/19	-	$ -	-	$ -
Robert W. Bohmer	168,000	-	-	$ 2.23	7/22/19	-	$ -	-	$ -
Robert W. Bohmer	75,000	-	-	$ 3.27	3/18/20	-	$ -	-	$ -
Robert W. Bohmer	125,000	-	-	$ 1.25	5/16/23	-	$ -	-	$ -
Robert W. Bohmer	25,000	-	-	$ 0.67	5/12/24	-	$ -	-	$ -
Robert W. Bohmer	50,000	-	-	$ 0.67	5/16/24	-	$ -	-	$ -

James K. McHugh	50,000	-	-	$ 2.00	12/31/16	-	$ -	-	$ -
James K. McHugh	25,000	-	-	$ 1.94	7/11/19	-	$ -	-	$ -
James K. McHugh	68,000	-	-	$ 2.23	7/22/19	-	$ -	-	$ -
James K. McHugh	60,000	-	-	$ 3.27	3/18/20	-	$ -	-	$ -
James K. McHugh	45,000	-	-	$ 1.25	5/16/23	-	$ -	-	$ -
James K. McHugh	20,000	-	-	$ 0.67	5/12/24	-	$ -	-	$ -
James K. McHugh	25,000	-	-	$ 0.67	5/16/24	-	$ -	-	$ -

All options awards were made granted under our current stock option plan described under the caption "Equity Compensation Plan Information."

Employment Agreements

Effective March 17, 2010, we entered into an Employment Agreement (the “Agreement”) with Mr. Timothy R. Kasmoch as our President and Chief Executive Officer, commencing February 26, 2010. The Agreement is for a five-year term commencing on February 26, 2010, provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term, pays Mr. Kasmoch an annual base salary of $150,000 subject to annual increase, and is eligible for an annual cash bonus in an amount to be determined. The Agreement also provides for a stock option grant of 470,000 options that vest over a five-year period, pursuant to the Second Amended and Restated 2004 Stock Option Plan.

Effective March 17, 2010, we entered into an Employment Agreement (the “Agreement”) with Mr. Robert W. Bohmer as our Executive Vice President and General Counsel, commencing February 26, 2010. The Agreement is for a five-year term commencing on February 26, 2010, provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term, pays Mr. Bohmer an annual base salary of $150,000 subject to an annual increase, and is eligible for an annual cash bonus in an amount to be determined. The Agreement also provides for a stock option grant of 320,000 options that vest over a five year period, pursuant to the Second Amended and Restated 2004 Stock Option Plan.

Effective May 1, 2014, Mr. Bohmer agreed to an amendment to his employment contract, making him a part-time employee and allowing him to perform outside legal work with the law firm of Plassman, Rupp, Hagans & Newton with the balance of his professional time. Mark Hagans is a member of our board and a partner in that law practice. The modification clarifies that work done for us by Mr. Bohmer is as an employee, not as a practicing attorney, and Mr. Bohmer will do no legal work for us as an outside attorney. Mr. Bohmer’s salary was adjusted to $57,200.

Effective March 17, 2010, we entered into an Employment Agreement (the “Agreement”) with James K. McHugh to serve as the Company’s Chief Financial Officer commencing February 26, 2010. The Agreement is for a five-year term commencing on February 26, 2010 and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term, pays Mr. McHugh an annual base salary of $125,000 subject to an annual increase, and is eligible for an annual cash bonus in an amount to be determined. The Agreement also provides for a stock option grant of 100,000 shares that vest over a five year period, pursuant to the Second Amended and Restated 2004 Stock Option Plan.

Amendments to Employment Agreements with Changes to Employee Stock Options

At a meeting of our Board of Directors on May 10, 2013, we approved an amendment to the employment agreements of each of Messrs. Kasmoch, Bohmer and McHugh (each an “Amendment”) that modifies and reduces the stock option grants provided in each of their employment agreements under the Second Amended and Restated 2004 N-Viro International Corporation Stock Option Plan (the "2004 Plan"). In addition, Mr. Kasmoch’s Amendment modifies and reduces stock options granted to him in August of 2011 under the N-Viro International 2010 Stock Option Plan (the “2010 Plan”). Other than the changes to option grants summarized below, no other changes were made to the respective employment agreements between each named executive officer and the Company.

On May 16, 2013, in connection and effective with their respective Amendments, the Board approved a grant of stock options to Messrs. Kasmoch, Bohmer and McHugh, which were immediately exercisable for shares of our common stock. The grants were made pursuant to both the 2004 Plan and the 2010 Plan.

New Employment Agreements

(e) New Employment Agreement with Named Executive Officer.

(1) Timothy R. Kasmoch

Effective July 17, 2016, N-Viro International Corporation (the "Company") entered into an Employment Agreement (the “Agreement”) with Timothy R. Kasmoch to serve as the Company’s President and Chief Executive Officer commencing July 17, 2016. At a meeting of the Board of Directors of the Company on July 17, 2016, the Board approved the Agreement.

The Agreement is for a three-year term commencing on July 17, 2016 and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. Kasmoch is to receive an annual base salary of $150,000, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. Kasmoch is eligible for an annual cash bonus in an amount to be determined, a vehicle allowance, and otherwise subject to the discretion of, the Board of Directors. Under the agreement, this determination is to be based upon the Board of Directors review of Mr. Kasmoch's performance. The Agreement also provides for annual stock option grants to Mr. Kasmoch.

Since February 2006, Mr. Kasmoch has served the Company as President and Chief Executive Officer. While employed with the Company, the Agreement allows Mr. Kasmoch to engage in other limited business activities that are not competitive with and do not involve the Company, subject to the prior disclosure to the Company’s Audit Committee. The Employment Agreement permits Mr. Kasmoch to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. Kasmoch is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date.

(e) New Employment Agreement with Named Executive Officer.

(2) Robert W. Bohmer

Effective July 17, 2016, N-Viro International Corporation (the "Company") entered into an Employment Agreement (the “Agreement”) with Robert W. Bohmer to serve as the Company’s Executive Vice President and General Counsel commencing July 17, 2016. At a meeting of the Board of Directors of the Company on July 17, 2016, the Board approved the Agreement.

The Agreement is for a three-year term commencing on July 17, 2016 and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. Bohmer is to receive an annual base salary of $57,200, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. Bohmer is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors. Under the agreement, this determination is to be based upon the President/Chief Executive Officer’s and Board of Directors review of Mr. Bohmer's performance. The Agreement also provides for annual stock option grants to Mr. Bohmer.

Since July 2007, Mr. Bohmer has served the Company as Vice President of Business Development and General Counsel. While employed with the Company, the Agreement allows Mr. Bohmer to engage in other limited business activities that are not competitive with and do not involve the Company, including employment in the private practice of law. The Employment Agreement permits Mr. Bohmer to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. Bohmer is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date.

(e) New Employment Agreement with Named Executive Officer.

(3) James K. McHugh

Effective July 17, 2016, N-Viro International Corporation (the "Company") entered into an Employment Agreement (the “Agreement”) with James K. McHugh to serve as the Company’s Chief Financial Officer, Secretary

and Treasurer commencing July 17, 2016. At a meeting of the Board of Directors of the Company on July 17, 2016, the Board approved the Agreement.

The Agreement is for a three-year term commencing on July 17, 2016 and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. McHugh is to receive an annual base salary of $125,000, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. McHugh is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors. Under the agreement, this determination is to be based upon the President/Chief Executive Officer’s and Board of Directors review of Mr. McHugh's performance. The Agreement also provides for annual stock option grants to Mr. McHugh.

Mr. McHugh has served the Company as Chief Financial Officer, Secretary and Treasurer since January 1997. While employed with the Company, the Agreement allows Mr. McHugh to engage in other limited business activities that are not competitive with and do not involve the Company, subject to the prior disclosure to the Company’s Audit Committee. The Employment Agreement permits Mr. McHugh to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. McHugh is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date.

Equity Compensation Plan Information

We maintain three stock option plans (only one is able to issue new grants after May 12, 2014) for directors, executive officers and key employees or outside subcontractors. The most recent plan (“2010 Plan”) was approved by the stockholders in August 2010. The 2010 Plan authorizes the Board of Directors or a committee thereof, to grant awards of incentive stock options and non-qualified stock options for up to a maximum of 5,000,000 shares of Common Stock. For all of the plans, the total number of options granted and outstanding as of September 23, 2016 was 2,980,231, and the number of options available for future issuance was 3,602,500. As of May 13, 2014 the 2004 Plan was no longer able to grant stock options. Currently, all of the plans are administered by the Board of Directors via a committee.

PRINCIPAL STOCKHOLDERS

We had outstanding 9,868,018 shares of Common Stock, $.01 par value per share, or the Common Stock, on September 23, 2016, which constitutes the only class of our outstanding voting securities.

Five Percent Stockholders

At September 23, 2016, the following were the only persons known to us to own beneficially more than 5% of the outstanding shares of Common Stock.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Outstanding Shares of Common Stock
Common Stock	Timothy R. Kasmoch 927 Golf Island Drive Apollo Beach, FL 33572	1,324,378 ⁽¹⁾	12.0%
Common Stock	VC Energy I, LLC 3900 Paradise Road, Suite U Las Vegas, NV 89169	800,000 ⁽²⁾	7.8%
Common Stock	Estate of Joseph Giulii c/o Mr. Peter Terreri 1351 Bryant Ct. Ambler, PA 19002	679,328 ⁽³⁾	6.8%
Common Stock	Robert W. Bohmer 2339 St. Roberts Lane Toledo, OH 43617	694,388 ⁽⁴⁾	6.6%
Common Stock	Cooke Family Trust 90 Grande Brook Circle, #1526 Wakefield, Rhode Island 02879	627,717 ⁽⁵⁾	6.4%
Common Stock	Gene K. Richard 4506 Woodhill Toledo, OH 43615	533,905 ⁽⁶⁾	5.3%
Common Stock	Joseph H. Scheib 6937 Hunters Way Raleigh, NC 27615	505,779 ⁽⁷⁾	5.0%

The shares attributed to Mr. Kasmoch include 111,378 shares of Common Stock, 1,143,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.67 to $3.27 per share and 70,000 unregistered shares issuable upon exercise of warrants which are currently exercisable at a price of $1.00 per share.

The shares attributed to VC Energy I, LLC include 400,000 shares owned beneficially and 400,000 unregistered shares issuable upon exercise of warrants which are currently exercisable at a price of $1.00 per share. This information was derived from the Schedule 13G filed on July 8, 2010.

The shares attributed to the Estate of Joseph Giulii include 554,328 shares owned beneficially and 125,000 unregistered shares issuable upon exercise of warrants which are currently exercisable at prices ranging from $1.00 to $1.37 per share. This information was derived from the Schedule 13G filed on March 11, 2014, before his ownership in all of our securities transferred to his estate in 2015.

The shares attributed to Mr. Bohmer include 6,388 shares of Common Stock, 668,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.67 to $3.27 per share and 20,000 unregistered shares issuable upon exercise of warrants which are currently exercisable at a price of $1.00 per share.

The shares attributed to the Cooke Family Trust include 627,267 shares owned beneficially and 450 unregistered shares issuable upon exercise of warrants which are currently exercisable at a price of $1.00 per share. This information was derived from the Schedule 13D Amendment #5 filed on May 10, 2010 by the Cooke Family Trust.

The shares attributed to Mr. Richard include 329,448 shares of Common Stock, 35,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.76 to $2.28 per share and 169,457 unregistered shares issuable upon exercise of warrants which are currently exercisable at prices ranging from $0.4725 to $1.00 per share.

The shares attributed to Mr. Scheib include 251,479 shares of Common Stock, 123,750 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.76 to $3.90 per share and 130,550 unregistered shares issuable upon exercise of warrants which are currently exercisable at prices ranging from $0.35 to $1.00 per share. This information was derived from the Form 4’s filed by us on Mr. Scheib’s behalf on October 20 and October 21, 2015, and subsequent changes in his stock options whose records are maintained by us. Mr. Scheib is no longer a reporting owner of our securities.

Security Ownership of Management

The following table sets forth, as of September 23, 2016, unless otherwise specified, certain information with respect to the beneficial ownership of our shares of Common Stock by each person who is our director, a nominee for the Board, each of the Named Executive Officers, and by our directors and executive officers as a group. Unless otherwise noted, each person has voting and investment power, with respect to all such shares, based on 9,868,018 shares of Common Stock outstanding. Pursuant to the rules of the SEC, shares of Common Stock which a person has the right to acquire within 60 days of the date hereof pursuant to the exercise of stock warrants or stock options are deemed to be outstanding for the purpose of computing the percentage ownership of such person but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.



Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	¹	Percent of Class
Common Stock	Michael Burton-Prateley	74,426	²	0.75%
Common Stock	Mark D. Hagans	164,521	³	1.64%
Common Stock	Martin S. Jaskel	19,060	⁴	0.19%
Common Stock	Timothy R. Kasmoch	1,324,378	⁵	11.95%
Common Stock	Gene K. Richard	533,905	⁶	5.30%
Common Stock	Robert W. Bohmer	694,388	⁷	6.58%
Common Stock	James K. McHugh	430,450	⁸	4.19%
Common Stock	All directors and executive officers as a group (7 persons)	3,241,128	⁹	25.68%

Except as otherwise indicated, all shares are directly owned with voting and investment power held by the person named.

Represents 7,926 shares of Common Stock owned by Mr. Burton-Prateley, 66,500 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.76 to $2.28 per share.

Represents 14,336 shares of Common Stock owned by Mr. Hagans, 130,185 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.76 to $3.90 per share and 20,000 unregistered shares issuable upon exercise of warrants which are currently exercisable at a price of $1.00 per share.

Represents 3,060 shares of Common Stock owned by Mr. Jaskel, 16,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.77 to $1.20 per share.

Represents 111,378 shares of Common Stock owned by Mr. Kasmoch, 1,143,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.67 to $3.27 per share and 70,000 unregistered shares issuable upon exercise of warrants which are currently exercisable at a price of $1.00 per share.

Represents 329,448 shares of Common Stock owned by Mr. Richard, 35,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.76 to $2.28 per share and 169,457 unregistered shares issuable upon exercise of warrants which are currently exercisable at prices ranging from $0.4725 to $1.00 per share.

Represents 6,388 shares of Common Stock owned by Mr. Bohmer, 668,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.67 to $3.27 per share and 20,000 unregistered shares issuable upon exercise of warrants which are currently exercisable at a price of $1.00 per share.

Represents 17,450 shares of Common Stock owned by Mr. McHugh, 393,000 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.67 to $3.27 per share and 20,000 unregistered shares issuable upon exercise of warrants which are currently exercisable at a price of $1.00 per share.

Represents 489,986 shares of Common Stock owned by the directors and officers, 2,451,685 shares issuable upon exercise of options which are currently exercisable at prices ranging from $0.67 to $3.90 per share and a total of 299,457 unregistered shares issuable upon exercise of warrants which are currently exercisable at a at prices ranging from $0.4725 to $1.00 per share.

RELATED PARTY TRANSACTIONS

In 2011 we borrowed $200,000 with a Promissory Note (“the Note”) payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, our President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment. Timothy Kasmoch has personally guaranteed the repayment of this Note. As of December 31, 2015 the Note was past due and we are in default. We expect to extend the Note in the near future and pay it in full in 2016, although there can be no assurance we will have adequate cash flow to allow for any additional payments or that the maturity date will be extended. In September 2015, we received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note, along with accrued interest and penalties. At June 30, 2016 and December 31, 2015 we accrued a total of $154,340 and $95,780, respectively, in estimated interest and penalties, recorded in accrued interest and accounts payable. We are in negotiations with counsel and David and Edna Kasmoch to resolve this default, although there can be no assurance these negotiations will be successful.

During 2014 and 2015, we leased equipment from Tri-State Garden Supply dba Gardenscape, a company owned and managed by the extended family of Timothy Kasmoch, and in lieu of lease payments agreed to repair and maintain both trucks, reimburse Gardenscape for insurance, annual taxes and license fees. During 2015 and 2014, this totaled approximately $48,500 and $27,000, respectively, and is included as part of Cost of Sales.

During 2014, we sold used equipment to Gardenscape and realized cash proceeds of $81,275 on the sale, of which $6,202 was still owed as of December 31, 2015. At December 31, 2015 this amount was classified as an Other – receivable but was fully reserved due to the uncertainty that these expenses will be reimbursed.

In September 2013, our company and Supermag, LC, a Florida limited liability company (“Seller”) entered into a purchase agreement (the “Purchase Agreement”) pursuant to which we agreed to purchase certain land in Polk County, Florida to establish a new facility to replace our existing facility in Volusia County, Florida, for a total purchase price of $350,000. The Seller was required to complete certain work and other conditions prior to a closing. In March 2014, we assigned all of our rights, title and interest in the Purchase Agreement (the “Assignment”) to Bowling Green Holdings, LLC, a Florida limited liability company (“Purchaser”), which is 100% owned by the parents of our Chief Executive Officer. It was a condition of the Assignment that we execute and deliver an unconditional guaranty (the “Guaranty”) of all of the Purchaser’s obligations under the Purchase Agreement hereinafter described. The closing of the land purchase occurred on March 25, 2014. At the closing, the Purchaser delivered to the Seller (i) a five year promissory note in the aggregate principal amount of $214,562, payable in declining installments of principal and interest beginning March 2015 and continuing until March 2019, at which time the Purchaser will be required to make a balloon payment of the remaining principal and all unpaid interest of $187,438, and, (ii) a mortgage and personal property security interest agreement under which the Purchaser granted the Seller a mortgage on the real property sold together with a first priority security interest in all personal property and proceeds from the use of the real property. At the closing, we delivered the Guaranty to the Seller. As of the date of this filing, we anticipate the Seller will release us from the Guaranty within a reasonable time as the Purchaser has to a large extent paid off the principal balance of the mortgage. In connection with the closing, the Purchaser leased both the land and facility to be built, to our wholly-owned subsidiary, Mulberry Processing, LLC, for a five year term, at a monthly lease payment of $10,000, beginning June 1, 2014. This lease has been determined to be a capital lease and a liability and related asset of $420,346 was recorded in June 2014 concurrent with the start of the lease agreement. In addition, the lease requires us to pay the Purchaser an additional $2.00 per ton of sludge for any overage of more than 10,000 tons of sludge per month processed at the site during the lease term. Upon default, the landlord is entitled to seek termination and repossession of the property. At both June 30, 2016 and December 31, 2015, the Company was delinquent in its payments and in default of its lease agreement however there is no acceleration provision in the lease agreement. The total lease liability at both June 30, 2016 and December 31, 2015 was $375,436.

During 2015, we incurred expenses which were reimbursable from our landlord Bowling Green Holdings, LLC in the amount of $10,321. At December 31, 2015 this amount was classified as a receivable but was fully reserved due to the uncertainty that these expenses will be reimbursed.

At present, we hold 45% of the Class C voting shares that select Directors for N-Viro Energy Limited, our development and capital-sourcing entity. Michael Burton-Prateley is the Chief Executive Officer and the beneficial

owner of 20% of N-Viro Energy Limited Class C stock. The Directors of N-Viro Energy Limited include Timothy Kasmoch and Robert Bohmer, our CEO and Executive Vice President, respectively, and Mr. Burton-Prateley. Martin Jaskel is a member of N-Viro Energy Limited’s Advisory Board. For more detail, see Footnote 5 to the Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” for the year ended December 31, 2015.

In September 2014, we executed a Promissory Note (the “Limited Note”) for $50,000 with N-Viro Energy Limited (“Ltd”), classified as a related party, at 5% interest and for a period of 90 days. During the fourth quarter of 2014 and into 2015, we repaid the Limited Note by reimbursing expenses incurred by Ltd related to its China project, and fully paid it off in June 2015.

In January 2016, we entered into a Promissory Note (the “Note Receivable”) for $100,000 with Ltd, and concurrently advanced Ltd $55,000 of cash for expenses in connection with its China project. The Note Receivable was due on April 15, 2016 at a stated interest rate of 5% per annum. In May 2016, we agreed to a revised Note Receivable for $120,000, and concurrently advanced Ltd $65,000 of cash for expenses in connection with its China project. No other terms of the Note Receivable were changed, and the Note Receivable is in default as of the date of this filing. The entire balance of principal and related accrued interest receivable has been fully reserved, as collectability is deemed doubtful, and a charge to earnings has been recorded.

In September 2014, we executed a Financial Public Relations Agreement with Dynasty Wealth, Inc., for a one year term. For its services, we issued Dynasty Wealth 350,000 warrants to purchase our unregistered common stock at an exercise price of $1.50 per share, and $10,000 per month, to be paid in either cash or shares of our unregistered common stock at our discretion. To reflect the entire value of the warrants issued, we recorded a non-cash charge to earnings of $460,700 ratably through September 14, 2015, the ending date of the agreement. For the six months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $290,400, respectively, of which the non-cash portion of the agreement was approximately $-0- and $230,400, respectively. For the three months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $145,200, respectively, of which the non-cash portion of the agreement was approximately $-0- and $115,200, respectively. In the third quarter of 2015, we notified Dynasty that we were not renewing its contract.

In November 2014, we executed a Public Relations Agreement with Global IR Group, Inc., for a one year term. For its services, we issued Global IR 100,000 shares of our unregistered common stock. To reflect the entire value of the stock issued, we recorded a non-cash charge to earnings of $165,000 ratably through November 2015, the original ending date of the agreement. For the six months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $146,200, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $105,000, respectively. In the third quarter of 2015, we notified Global IR that we were not renewing its contract.

In July 2015, we executed a Public Relations Agreement with Financial Genetics, LLC, for a one year term. For its services, we issued Financial Genetics 100,000 shares of our unregistered common stock. To reflect the entire value of the Agreement, we are recording a non-cash charge to earnings of $100,000 ratably through July 2016, the ending date of the agreement. For the six months ended June 30, 2016 and 2015, the charge to earnings was $50,000 and $-0-, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was $25,000 and $-0-, respectively.

In late March 2016, we executed a two week preliminary public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered we issued M&T 50,000 shares of our unregistered common stock. To reflect the entire value of the Agreement, we recorded a non-cash charge to earnings of $43,000 ratably between March and April 2016, the ending date of the agreement. For the six months ended June 30, 2016 and 2015, the charge to earnings was $43,000 and $-0-, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was $9,214 and $-0-, respectively.

In June 2016, we executed a four month financial and investor relations agreement with Triumph Investor Relations, Inc., (“Triumph”). For the services rendered we issued Triumph 75,000 shares of our unregistered common stock. To reflect the entire value of the Agreement, we are recording a non-cash charge to earnings of $72,750 ratably

between June and September 2016, the ending date of the agreement. For the three months ended June 30, 2016 and 2015, the charge to earnings was $18,188 and $-0-, respectively.

In late June 2016, we executed a three month public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered we issued M&T 325,000 shares of our unregistered common stock, and $91,667 per month, to be paid in either cash or shares of our unregistered common stock, with the type of payment to be agreed upon between M&T and us. To reflect the entire value of the Agreement, we are recording a charge to earnings of $567,500 ratably between June and September 2016, the ending date of the agreement, with the non-cash portion of the agreement valued at $292,500. For the both the six months and three months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was $18,705 and $-0-, respectively, of which the non-cash portion of the agreement was $9,538 and $-0-, respectively.

In August 2016, we executed a twelve month financial, investor and public relations consulting agreement with Wilson Nixon (“Nixon”). For the services rendered we issued Nixon 200,000 shares of our unregistered common stock. To reflect the entire value of the Agreement, we expect to record a non-cash charge to earnings of $150,000 ratably between August 2016 and July 2017, the ending date of the agreement.

In late September 2016, we executed a three month investment and business consulting agreement with Peter A. Schultz (“Schultz”). For the services rendered we issued Schultz 30,000 shares of our unregistered common stock. To reflect the entire value of the Agreement, we expect to record a non-cash charge to earnings of $8,700 ratably between September and December 2016, the ending date of the agreement.

SELLING SECURITYHOLDERS

The following sets forth information with respect to the selling securityholders and the maximum number of shares of common stock that may be offered by such selling securityholders pursuant to this prospectus. The information set forth in the table below is based on information provided by or on behalf of the selling securityholders. The selling securityholders may offer all, some or none of their shares of common stock. We cannot advise you as to whether the selling securityholders will in fact sell any or all of such shares of common stock.


Selling Securityholder	Number of Shares of Common Stock Beneficially Owned	Shares Being Offered		Number of Shares Retained After Offering	Percent of Shares To be Retained
JMJ Financial (1)	2,000,000	2,000,000	(2)	0	0
Bernard Kiesel	16,000	8,000	(4)	8,000	*
Newton Graziano (3)	8,000	4,000	(4)	4,000	*
Janine Graziano (3)	8,000	4,000	(4)	4,000	*
Thomas Flanigan	80,000	40,000	(4)	40,000	*
Woodrow Young	150,000	100,000	(5)	50,000	*

___________

*Represents less than 1% of the outstanding shares.

(1)

JMJ Financial is a d/b/a and is owned and controlled by Mr. Justin Keener of Miami Beach, Florida.

(2)

JMJ Financial purchased a convertible promissory note in January 2016 which is currently in the principal amount outstanding of $100,000. This note is convertible at $0.77 per share or 60% of the lowest trade price in the 25 trading days previous to the conversion date. There are also additional discounts that apply in the event the conversion shares are not deliverable by DWAC or if they are only eligible for Xclearing deposit for a cumulative potential discount of an additional 15%. JMJ Financial was issued in June 2016 a convertible note in the amount of $585,000. The conversion price of this note is the lesser of $0.90 per share or 75% of the lowest trade price in the 25 trading days previous to conversion. Again, there are also additional discounts that apply in the event the conversion shares under the latter note are not deliverable by DWAC or if they are only eligible for Xclearing deposit for a cumulative potential discount of an additional 15%. Each of the aforementioned notes have no floor price but provide that unless otherwise agreed to in writing by the investor and N-Viro, at no time will JMJ convert any amount of the aforementioned notes into common stock that would result in the investor owning more than 4.99% of the outstanding common stock. We have registered 2,000,000 shares of common stock for resale, which includes shares of common stock issuable upon conversion of JMJ’s promissory notes in the aggregate principal amount of $685,000 and up to 455,000 shares issuable upon exercise of 455,000 warrants. See “Risk Factors.”

(3)

Newton Graziano and Janine Graziano are related as Janine is Newton’s daughter-in-law.

(4)

Shares acquired in a private transaction in October 2015, at $1.25 per share paid for in cash to the Company.

(5)

Shares acquired in a private transaction in April 2016, at $1.00 per share paid for in cash to the Company.

No material relationships exist between any of the selling securityholders and us nor have any such material relationships existed within the past three years, except as follows: Craft Capital Management LLC, a member of FINRA, was paid compensation for its introduction of JMJ Financial to our company in connection with the issuance

of debt securities to JMJ in the aggregate principal amount of $685,000. Compensation to Craft included cash compensation of $38,450 and warrants to purchase 25,000 shares. Craft is not a selling securityholder.

The selling securityholders listed in the above tables may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their common stock since the date on which the information in the above table is presented. Information about the selling securityholders may change over time. Any change in this information will be set forth in prospectus supplements, if required.

DESCRIPTION OF CAPITAL STOCK

We have authorized 35 million shares of Common Stock, $.01 par value and 2 million shares of Preferred Stock, $.01 par value as of the date of this Prospectus. As of September 23, 2016, we have outstanding 9,868,018 shares of Common Stock and no shares of Preferred Stock.

Common Stock

Holders of our Common Stock are entitled to one vote for each Share held at all meetings of stockholders (and written actions in lieu of meetings). Holders of our Common Stock do not have cumulative voting rights in the election of directors. Our directors are divided into Class I and Class II and are elected for terms of two years and until their successors are elected and qualify. See “Management.” Dividends may be declared and paid on our Common Stock from funds lawfully available therefore as, if and when determined by our Board and subject to any preferential rights of any then outstanding preferred stock. We do not intend to pay cash dividends on our Common Stock. Upon the voluntary or involuntary liquidation, sale, merger, consolidation, dissolution or winding up of N-Viro, holders of Shares of Common Stock will be entitled to receive all of our assets available for distribution to stockholders, subject to any preferential rights of any then outstanding preferred stock. Our Common Stock is not redeemable.

Preferred Stock

Our Board is authorized to issue from time to time, subject to any limitation prescribed by law, without further stockholder approval, up to 2,000,000 Shares of Preferred Stock, $.01 par value, in one or more series. Preferred Stock will have such number of Shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as determined by our Board, which may include, among others, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights.

Our Transfer Agent

The transfer agent for our securities is Olde Monmouth Stock Transfer Co., Inc., 200 Memorial Parkway, Atlantic Highlands, NJ 07716.

Certain Anti-takeover Provisions of Delaware Law and our Certificate of Incorporation and By-Laws

As a Delaware corporation, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally has an anti-takeover effect for transactions not approved in advance by our board of directors. This may discourage takeover attempts that might result in payment of a premium over the market price for the shares of common stock held by shareholders. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that such stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s voting stock.

Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

•

before the stockholder became interested, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or

•

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, shares owned by persons who are directors and also officers; and employee stock plans, in some instances or at or after the time the stockholder became interested, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the shareholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Authorized but unissued shares

Our authorized but unissued shares of common stock and preferred stock are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Our board of directors pursuant to our by-laws consists of two classes of directors, each with a term of two years and until their successors are elected and shall qualify. Class I directors are next up for re-election at the annual meeting anticipated to occur in 2017. The Class II directors were last re-elected in 2013 as our company failed to hold its annual meeting of stockholders in 2015, and are next up for re-election at the annual meeting anticipated to occur in 2018. Pursuant to our by-laws, stockholders at any special meeting, the notice of which shall state that it is called for that purpose, may remove with or without cause, any director and fill the vacancy, provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his successor is elected and qualified or until his earlier resignation or removal. The Directors chosen to fill vacancies shall hold office for a term expiring at the end of the next annual meeting of stockholders at which the term of the class to which they have been elected expires. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent director. When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

Our restated certificate of incorporation and by-laws provide that our directors and officers shall be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on our behalf.

These provisions may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers where indemnification by us would be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification. Insofar as indemnification for liabilities arising under the Securities Act of 1933, or the Act, may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

Amendment to Certificate of Incorporation

All amendments to our amended and restated certificate of incorporation require the approval of at least 66⅔% of the outstanding voting stock of our company.

Amendment of our Bylaws

Under our by-laws, the board of directors is expressly authorized to amend, alter, change or repeal our bylaws. The shareholders also have the ability to amend, alter, change or repeal our bylaws by the affirmative vote of a majority of the outstanding shares.

Options

As of September 23, 2016, we currently have outstanding options to purchase 2,980,231 shares at prices ranging from $0.67 per share to $3.90 per share.

Warrants

As of September 23, 2016, we currently have outstanding warrants to purchase 3,209,742 shares at prices ranging from $0.3375 per share to $1.50 per share.

Convertible Debt

As of September 23, 2016, the following is a summary of our outstanding convertible debt:

$365,000 of Convertible Debentures issued in 2009, convertible at any time into our unregistered common stock at $2.00 per share, and are currently in default.

A $62,000 Convertible Promissory Note to JMJ Financial for a term of two (2) years, convertible at the lesser of $0.77 per share or 60% of the lowest trade price in the 25 trading days previous to the conversion date. This principal amount is approximate as JMJ has been converting this debt into shares of our stock in increments since July 2016, at various conversion prices and non-regular dates.

A $585,000 Convertible Promissory Note to JMJ Financial for a term of one (1) year, convertible at the lesser of $0.90 per share or 75% of the lowest trade price in the 25 trading days previous to the conversion date.

JMJ Financial purchased a convertible promissory note in January 2016 which is currently in the principal amount outstanding of approximately $62,000. This note is convertible at $0.77 per share or 60% of the lowest trade price in the 25 trading days previous to the conversion date. There are also additional discounts that apply in the event the conversion shares are not deliverable by DWAC or if they are only eligible for Xclearing deposit for a cumulative potential discount of an additional 15%. JMJ Financial was issued in June 2016 a convertible note in the amount of $585,000. The conversion price of this note is the lesser of $0.90 per share or 75% of the lowest trade price in the 25 trading days previous to conversion. Again, there are also additional discounts that apply in the event the conversion shares under the latter note are not deliverable by DWAC or if they are only eligible for Xclearing deposit for a cumulative potential discount of an additional 15%. Each of the aforementioned notes have no floor price but provide that unless otherwise agreed to in writing by the investor and N-Viro, at no time will JMJ convert any amount of the aforementioned notes into common stock that would result in the investor owning more than 4.99% of the outstanding common stock. We have registered 2,000,000 shares of common stock for resale, which includes shares of common stock issuable upon conversion of JMJ’s promissory notes in the aggregate original principal amount of $685,000 and up to 455,000 shares issuable upon exercise of warrants held by JMJ. See “Risk Factors.”

SHARES ELIGIBLE FOR FUTURE SALE

There has been a very limited public market for shares of our common stock. Future sales of substantial amounts of shares of our common stock, including shares issued upon the exercise of outstanding options or warrants or upon conversion of debt securities, in the public market after the date of the prospectus, or the possibility of these sales occurring, could cause the prevailing market price for our common stock to fall or impair our ability to raise equity capital in the future.

Capitalization Table – Pre-Offering


Type of Security	# of Shares of Common Stock
Common Stock	9,868,018
Stock Options	2,980,231
Warrants	3,209,742
Convertible Debentures	182,500
Convertible Notes Payable – JMJ #1*	2,345,000
Convertible Notes Payable – JMJ #2*	8,000,000

Pre-Offering Total	26,585,491

_________

* JMJ Financial purchased a convertible promissory note in January 2016 which is currently in the principal amount outstanding of approximately $62,000. This note is convertible at $0.77 per share or 60% of the lowest trade price in the 25 trading days previous to the conversion date. There are also additional discounts that apply in the event the conversion shares are not deliverable by DWAC or if they are only eligible for Xclearing deposit for a cumulative potential discount of an additional 15%. JMJ Financial was issued in June 2016 a convertible note in the amount of $585,000. The conversion price of this note is the lesser of $0.90 per share or 75% of the lowest trade price in the 25 trading days previous to conversion. Again, there are also additional discounts that apply in the event the conversion shares under the latter note are not deliverable by DWAC or if they are only eligible for Xclearing deposit for a cumulative potential discount of an additional 15%. Each of the aforementioned notes have no floor price but provide that unless otherwise agreed to in writing by the investor and N-Viro, at no time will JMJ convert any amount of the aforementioned notes into common stock that would result in the investor owning more than 4.99% of the outstanding common stock. We have registered 2,000,000 shares of common stock for resale, which includes shares of common stock issuable upon conversion of JMJ’s promissory notes in the aggregate original principal amount of $685,000 and warrants to purchase up to 455,000 shares. The 2,500,000 shares and 8,000,000 shares shown in the table above represent the number of shares reserved for issuance on our books and records in accordance with the provisions of the notes issued in January 2016 and June 2016, respectively. See “Risk Factors.”

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell within any three-month period, a number of shares that does not exceed the greater of:

•

1% of the number of shares of common stock then outstanding, which will equal approximately 98,680 shares as of September 23, 2016; or

•

the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale (subject to our common stock then being listed on an Exchange).

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

PLAN OF DISTRIBUTION

The selling securityholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock received after the date of this prospectus from a selling securityholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. We have not been advised of any arrangements by the selling securityholders for the sale of any of the common stock owned by them.

The selling securityholders may use any one or more of the following methods when disposing of shares or interests therein:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

•

crosses, where the same broker acts as an agent on both sides of the trade;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

short sales;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•

broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;

•

a combination of any such methods of sale; and

•

any other method permitted pursuant to applicable law.

The selling securityholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus,

or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling securityholders to include the pledgee, transferee or other successors in interest as selling securityholders under this prospectus. The selling securityholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus; provided, however, that prior to any such transfer the following information (or such other information as may be required by the federal securities laws from time to time) with respect to each such selling beneficial owner must be added to the prospectus by way of a prospectus supplement or post-effective amendment, as appropriate: (1) the name of the selling beneficial owner; (2) any material relationship the selling beneficial owner has had within the past three years with us or any of our predecessors or affiliates; (3) the amount of securities of the class owned by such security beneficial owner before the transfer; (4) the amount to be offered for the security beneficial owner’s account; and (5) the amount and (if one percent or more) the percentage of the class to be owned by such security beneficial owner after the transfer is complete.

In connection with the sale of our common stock or interests therein, the selling securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales, if permitted, of the common stock in the course of hedging the positions they assume. The selling securityholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling securityholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling securityholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from sales of common stock by the selling securityholders.

The selling securityholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling securityholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling securityholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling securityholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

The selling securityholders and any other person participating in the distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling securityholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to shares of our common stock.

We will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. We may also be indemnified by the selling securityholders against civil liabilities, including liabilities under the Securities Act, which may arise from any information furnished to us by the selling securityholder expressly for use in this prospectus.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Morse & Morse, PLLC, 1400 Old Country Road, Ste. 302, Westbury, NY 11590.

EXPERTS

The consolidated balance sheet of N-Viro International Corporation as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended, have been audited by UHY LLP independent registered public accounting firm, as stated in their report which is included herein. Such financial statements have been included herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock being offered. The registration statement, including the attached exhibits, contains additional relevant information about us and our common stock. This prospectus does not contain all of the information set forth in the registration statement and the exhibits thereto. The rules and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement.

For further information about us and our common stock, you may inspect a copy of the registration statement and the exhibits to the registration statement without charge at the offices of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of the registration statement from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549 upon the payment of the prescribed fees.

You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information that we and other public companies file electronically with the SEC. You can also inspect our registration statement and our other public filings on this website, and may review future filings we make with the SEC at this website.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF N-VIRO INTERNATIONAL CORPORATION – AT DECEMBER 31, 2015 AND 2014:


Report Of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2 – F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Stockholders' Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 – F-25

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF N-VIRO INTERNATIONAL CORPORATION – AT JUNE 30, 2016 AND 2015:


Condensed Consolidated Statements of Operations	F-26
Condensed Consolidated Balance Sheets	F-27
Condensed Consolidated Statements of Cash Flows	F-28
Notes to Unaudited Condensed Consolidated Financial Statements	F-29 – F-41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

N-Viro International Corporation

We have audited the accompanying consolidated balance sheets of N-Viro International Corporation (a Delaware Corporation) and Subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 and Subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company’s recurring losses, negative cash flow from operations and net working capital deficiency raise substantial doubt about its ability to continue as a going concern. Management’s plans as to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ UHY LLP

UHY LLP

Farmington Hills, Michigan

April 14, 2016


N-VIRO INTERNATIONAL CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31, 2015 and 2014


	2015	2014
ASSETS

CURRENT ASSETS
Cash and cash equivalents:
Unrestricted	$ 82,201	$ 81,854
Restricted	-	65,529
Receivables, net:
Trade	80,823	140,070
Other	-	51,912
Deferred costs - stock and warrants issued for services	54,167	597,789
Prepaid expenses and other assets	82,121	79,719
Total current assets	299,312	1,016,873

Property and equipment, net	492,976	998,852

Deposits	20,027	27,319

TOTAL ASSETS	$ 812,315	$ 2,043,044

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


N-VIRO INTERNATIONAL CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31, 2015 and 2014

	2015	2014
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Current maturities of long-term debt	$ 39,012	$ 63,186
Short-term convertible note, net of discount	43,575	-
Current maturity of capital lease liability, in default	133,436	86,652
Notes payable - related parties, in default	200,000	244,480
Convertible debentures, in default	365,000	455,000
Accounts payable	817,018	716,680
Pension plan withdrawal liability - current, in default (2015)	408,031	68,917
Accrued liabilities	319,625	320,207
Total current liabilities	2,325,697	1,955,122

Long-term debt, less current maturities	-	6,182
Pension plan withdrawal liability - long-term	-	320,472
Capital lease liability - long-term, less current maturities, in default	242,000	319,278

Total liabilities	2,567,697	2,601,054

Commitments and Contingencies

STOCKHOLDERS' DEFICIT
Preferred stock, $.01 par value, Authorized - 2,000,000 shares
Issued - -0- shares in 2015 and 2014	-	-
Common stock, $.01 par value
Authorized - 35,000,000 shares
Issued - 8,911,714 shares in 2015 and 8,166,789 shares in 2014	89,117	81,668
Additional paid-in capital	33,538,262	32,103,596
Accumulated deficit	(35,371,670)	(32,565,813)
	(1,744,291)	(380,549)
Less treasury stock, at cost - 2,000 shares in 2015
and 32,000 shares in 2014	11,091	177,461
Total stockholders' deficit	(1,755,382)	(558,010)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 812,315	$ 2,043,044

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



N-VIRO INTERNATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2015 and 2014


	2015	2014

REVENUES	$ 1,187,296	$ 1,330,583

COST OF REVENUES	1,244,055	1,566,018

GROSS LOSS	(56,759)	(235,435)

OPERATING EXPENSES
Selling, general and administrative	1,719,731	1,474,082
Impairment of assets	304,936	42,653
Loss (gain) on disposal of assets	18,008	(141,197)
Total Operating Expenses	2,042,675	1,375,538

OPERATING LOSS	(2,099,434)	(1,610,973)

OTHER INCOME (EXPENSE)
Interest income	87	190
Gain on extinguishment of liabilities	-	15,478
Loss from equity investment in affiliate	-	(10,000)
Interest expense	(174,916)	(155,059)
TOTAL OTHER INCOME (EXPENSE)	(174,829)	(149,391)

LOSS BEFORE INCOME TAXES	(2,274,263)	(1,760,364)

Federal and state income taxes	-	-

NET LOSS	($ 2,274,263)	($ 1,760,364)

Basic and diluted loss per share	($0.26)	($0.24)

Weighted average common shares outstanding - basic and diluted	8,592,489	7,318,480

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


N-VIRO INTERNATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Years Ended December 31, 2015 and 2014

			Additional
	Shares of	Common	Paid-in	Accumulated	Treasury
	Common Stock	Stock ($)	Capital ($)	Deficit ($)	Stock ($)	Total ($)

BALANCE - JANUARY 1, 2014	7,047,521	$ 70,475	$ 29,864,113	($ 29,886,630)	($ 684,890)	($ 636,932)

Net loss	-	-	-	(1,760,364)	-	(1,760,364)
Deemed dividend on extension of stock warrants	-	-	502,890	(502,890)	-	-
Sale of treasury stock	-	-	-	(415,929)	507,429	91,500
Share-based compensation expense	125,357	1,254	948,798	-	-	950,052
Exercise of stock options	-	-	4,750	-	-	4,750
Exercise of stock warrants	250,009	2,500	119,677	-	-	122,177
Issuance of common stock	743,902	7,439	663,368	-	-	670,807

BALANCE - DECEMBER 31, 2014	8,166,789	81,668	32,103,596	(32,565,813)	(177,461)	(558,010)

Net loss	-	-	-	(2,274,263)	-	(2,274,263)
Deemed dividend on extension of stock warrants	-	-	395,224	(395,224)	-	-
Beneficial conversion feature on convertible debt	-	-	83,000	-	-	83,000
Sale of treasury stock	-	-	-	(136,370)	166,370	30,000
Share-based compensation expense	109,414	1,094	242,128	-	-	243,222
Exercise of stock options	3,750	38	1,999	-	-	2,037
Exercise of stock warrants	13,028	130	(130)	-	-	-
Issuance of common stock	618,733	6,187	712,445	-	-	718,632

BALANCE - DECEMBER 31, 2015	8,911,714	$ 89,117	$ 33,538,262	($ 35,371,670)	($ 11,091)	($ 1,755,382)

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


N-VIRO INTERNATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2015 and 2014

	2015	2014
Cash Flows From Operating Activities
Net loss	($ 2,274,263)	($ 1,760,364)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	225,613	187,686
Amortization of debt discount	5,575	-
Issuance of stock, stock options and warrants for services	786,898	696,628
Loss on equity investment in affiliate	-	10,000
Provision for bad debts	15,569	-
Impairment of assets	304,936	42,653
Loss (gain) on the sale of fixed assets	18,008	(141,197)
Changes in Operating Assets and Liabilities
Decrease in trade receivables	49,982	170,708
Decrease in prepaid expenses and other assets	14,890	22,975
Increase (decrease) in pension withdrawal liability	2,965	(15,284)
Increase in accounts payable and accrued liabilities	170,801	121,430
Net cash used in operating activities	(679,026)	(664,765)

Cash Flows From Investing Activities
Decrease from restricted cash	65,529	1,063
Proceeds from sale of property and equipment	45,608	182,446
Decrease to note receivable, net	-	895
Purchases of property and equipment	(42,681)	(41,375)
Net cash provided by investing activities	68,456	143,029

Cash Flows From Financing Activities
Proceeds from issuance of common stock in private placements	603,265	696,030
Convertible debt issued, net of original issue discount	121,000	-
Borrowings under long-term debt	83,734	128,054
Proceeds from stock options exercised	1,983	4,750
Proceeds from stock warrant transactions	-	121,952
Net repayments on line-of-credit	-	(218,000)
Payment of debt issuance costs	(10,000)	-
Borrowings (repayments) from related parties	(44,480)	44,480
Principal payments on long-term obligations	(144,585)	(188,020)
Net cash provided by financing activities	610,917	589,246

Net Increase in Cash and Cash Equivalents	347	67,510

Cash and Cash Equivalents - Beginning	81,854	14,344

Cash and Cash Equivalents - Ending	$ 82,201	$ 81,854

Supplemental disclosure of cash flows information:
Cash paid during the year for interest	$ 107,060	$ 106,546

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

Note 1.

Operations and Summary of Significant Accounting Policies

The following is a summary of certain accounting policies followed in the preparation of these financial statements. The policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements:

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 produced by the cement, lime, electric utilities and other industries. Revenue and the related accounts receivable are due from companies acting as independent agents or licensees, principally municipalities.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

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.

Going Concern - The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of approximately $2,026,000 at December 31, 2015, and has incurred recurring losses and negative cash flow from operations for the years ended December 31, 2015 and 2014. Moreover, while the Company expects to arrange for financing with lending institutions, there can be no assurances that the Company will have the ability to do so.

The Company has borrowed money from third parties and related parties and expects to be able to generate future cash from the exercise of common stock warrants, new debt and equity issuances. The Company has substantially slowed payments to trade vendors, and have renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables. In 2013, 2014 and again in 2015 the Company modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014. In October 2015, the Company extended the expiration date of all outstanding warrants for exactly one year. Beginning in March 2014, our operations in Volusia County, Florida, which at the time now represented substantially all revenue, were voluntarily delayed while the Company employed additional personnel and moved assets to its new site in Bradley, Florida. While operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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

Restricted cash consists of one certificate of deposit and corresponding accrued interest which was held as collateral with a performance bond on behalf of one of the Company’s licensees at December 31, 2014. The restricted cash performance bond was released by the Company’s licensee due to the completion of the contract period in September 2015.

Note 1.

Operations and Summary of Significant Accounting Policies (Continued)

Accounts Receivable – The Company extends unsecured credit to customers under normal trade agreements, which require payment within 30 days. Accounts greater than 90 days past due amounted to $326 and $99,179 of receivables for the years ended December 31, 2015 and 2014, respectively. The Company's policy is not to accrue and record interest income on past due trade receivables. The Company does bill the customer finance charges on past due accounts and records the interest income when collected.

Credit is generally granted on an unsecured basis. Periodic credit evaluations of customers are conducted and appropriate allowances are established.

Management estimates an allowance for doubtful accounts, which was $32,847 at December 31, 2015 and $116,260 at December 31, 2014. The estimate is based upon management’s review of delinquent accounts and an assessment of the Company’s historical evidence of collections.

Property and Equipment – Property, machinery and equipment are stated at cost less accumulated depreciation. Depreciation has been computed primarily by the straight-line method over the estimated useful lives of the assets. Generally, useful lives are five to fifteen years. Leasehold improvements are capitalized and amortized over the lesser of the term of the lease or the estimated useful life of the asset. Depreciation expense amounted to $225,613 and $179,743 in 2015 and 2014, respectively.

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. During 2015, the Company determined the fair value of property and equipment was less than the carrying amount reflected on the balance sheet, and recorded a non-cash impairment charge of $304,936 to reduce the carrying value of these assets to their estimated fair value of $188,300. Fair values of the property and equipment were estimated using a market approach, considering the estimated fair values of other comparable property and equipment (Level 3 inputs).

In May 2015 the Company lost their energy partner to develop their N-Viro FuelTM technology in the state of Pennsylvania. Management intends to move the equipment related to this production technology to other states and find new partners to develop it, however their ability to do so and the ability to generate cash flows from this venture is uncertain as of December 31, 2015. Additionally, their current operations in the state of Florida have resulted in declining revenues and negative cash flows from operations. The declines in revenues and operating cash flows, the loss of their energy partner and the inability of the Company to generate sufficient operating cash flows have led to the impairment of property and equipment to fair value in the fourth quarter of 2015.

Intangible Assets – Intangible assets are comprised of patent costs, territory rights and customer licenses/contracts amortized on a straight line basis over their estimated useful lives (ranging from 18 months to 17 years). Amortization expense amounted to $-0- in 2015 and $7,941 in 2014.

During 2014, the Company determined the fair value of the intangible assets were less than the amount reflected in the balance sheet, and recorded a non-cash impairment charge of $42,653 to reduce the carrying value of these assets to their estimated fair value of zero. The reason for the impairment of intangible assets in the third quarter of 2014 was primarily due to declines in revenue associated with these assets.

Note 1.

Operations and Summary of Significant Accounting Policies (Continued)

Equity Method Investment – During the year ended December 31, 2014, the Company entered into a subscription agreement with N-Viro Energy Limited representing an approximately 45% interest in the class C voting shares. The Company’s 2014 loss includes a loss of ($10,000) related to the operations of N-Viro Energy Limited. The loss reduced the Company’s investment in N-Viro Limited to zero and, as a result, the Company discontinued applying the equity method. The Company will resume application of the equity method only after its share of future earnings of N-Viro Energy Limited are sufficient to recover its share of unrecognized losses during the period the equity method was suspended. The Company has no obligation to fund future operations of N-Viro Energy Limited.

Alkaline admixture management service revenue and N-Viro Soil^TM revenue are recognized upon shipment.

Loss Per Common Share – Loss per common share has been computed on the basis of the weighted-average number of common shares outstanding during each period presented. For the years ended December 31, 2015 and 2014, the effects of 2,640,231 and 2,615,231 stock options outstanding, respectively, 2,679,742 and 2,624,142 warrants to purchase common stock, respectively, and, debentures that are convertible to 182,500 and 227,500 shares of common stock, respectively, are excluded from the diluted per share calculation because they would be antidilutive.

Stock Options – The Company records share-based compensation expense using a fair-value based method of measurement that results in compensation costs for essentially all awards of stock-based compensation. Compensation costs are recognized over the requisite period or periods that services are rendered.

Stock Warrants – The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

New Accounting Standards – The Financial Accounting Standards Board, or FASB, has issued the following new accounting and interpretations, which may be applicable in the future to us:

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”)¸which requires that all leases with a term of more than one year, covering leased assets such as real estate and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. ASU 2016-02 is effective for fiscal years fiscal years and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. ASU 2015-17 is effective for fiscal years and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

Note 1.

Operations and Summary of Significant Accounting Policies (Continued)

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under GAAP. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" (“ASU 2015-14”), which delayed the effective date by one year. As a result, the standard is effective for us for fiscal and interim periods beginning January 1, 2018 and allows for full retrospective or modified retrospective methods of adoption. The Company is currently evaluating the impact of the provisions of this standard on our consolidated financial statements.

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

The accounting for uncertain tax positions requires the Company to evaluate each income tax position using a two step process which includes a determination as to whether it is more likely than not that the income tax position will be sustained, based upon technical merit and upon examination by the taxing authorities. At December 31, 2015 and 2014, there were no uncertain tax positions that required accrual. None of the Company’s federal or state income tax returns are currently under examination by the Internal Revenue Service (“IRS”) or state authorities. However, fiscal years 2012 and later remain subject to examination by the IRS and respective states.

Supplemental Disclosure of Non-Cash Operating, Investing and Financing Activities:


	2015	2014
Deemed dividend on extension of stock warrants	$ 395,224	$ 502,890
Financial Genetics - value of stock issued on consulting agreement	100,000	-
Conversions of convertible debentures to common stock	91,260	-
Value of stock issued for payment of accrued rent	54,107	-
Dynasty Wealth, Inc. - value of warrants issued on consulting agreement	-	460,700
Bowling Green Holdings, LLC - capital lease	-	420,346
Global IR Group - value of stock issued on consulting agreement	-	165,000
Conversions of promissory note debt to common stock	-	55,000
Proceeds from sale of property and equipment recorded as Receivable, net - Other	-	51,889
	$ 640,591	$ 1,655,825

Note 1.

Operations and Summary of Significant Accounting Policies (Continued)

Segment Information – During 2015, the Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources. The chief operating decision maker is the Chief Executive Officer.

Note 2.

Balance Sheet Data

Property and equipment:


	2015	2014
Buildings and leasehold improvements	$ 476,603	$ 452,362
Equipment	1,162,779	2,280,636
Equipment - idle	213,429	-
Furniture, fixtures and computers	55,383	57,503
	1,908,194	2,790,501
Less accumulated depreciation	1,415,218	1,791,649
	$ 492,976	$ 998,852

Deferred costs:

Between October 2012 and July 2015, the Company engaged five separate firms to provide various consulting services to the Company, primarily financial consulting and public relations. The payment for these services was paid in stock, stock warrants and cash. During this time period, the Company issued 650,000 unregistered shares of the Company’s stock and 650,000 warrants to purchase the Company’s stock at an average price of $1.38. The value of stock issued was determined based on the trading price of the shares on the commitment date of the agreement and the warrants were valued using the Black Scholes valuation model as of the commitment date. The total value assigned to these agreements was $1,634,900 which is being amortized over the life of the respective consulting contracts. The contractual maturity dates of these agreements range from March 2014 through July 2016, of which, certain agreements were terminated early. The early termination of the agreements resulted in accelerated amortization of the expense in the period the contract was terminated.

Total expense related to these agreements for the years ended December 31, 2015 and 2014 was $728,500 and $446,800 of which $85,000 and $35,000 was payable in cash.

The following is a summary of Deferred costs – stock and warrants issued for services as of December 31:


	2015	2014
Deferred costs - Financial Genetics, LLC, less accumulated
amortization (2015 - $45,833)	$ 54,167	$ -
Deferred costs - Strategic Asset Management, Inc., less accumulated
amortization (2015 - $1,011,500; 2014 - $886,249)	-	125,251
Deferred costs - Dynasty Wealth, Inc., less accumulated
amortization (2015 - $460,700; 2014 - $134,371)	-	326,329
Deferred costs - Global IR Group, Inc., less accumulated
amortization (2015 - $165,000; 2014 - $18,792)	-	146,208
	$ 54,167	$ 597,788

Note 2.

Balance Sheet Data (continued)

Accrued liabilities:


	2015	2014
Accrued payroll and employee benefits	$ 95,125	$ 157,456
Deferred compensation payable	160,670	124,306
Interest payable	63,830	38,445
	$ 319,625	$ 320,207

Note 3.

Pledged Assets and Long-Term Debt

In 2011 the Company borrowed $200,000 with a Promissory Note (“the Note”) payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Company’s President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment. Timothy Kasmoch has personally guaranteed the repayment of this Note. As of December 31, 2015 the Note was past due and we are in default. The Company expects to extend the Note in the near future and pay it in full in 2016, although there can be no assurance the Company will have adequate cash flow to allow for any additional payments or that the maturity date will be extended. In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note, along with accrued interest and penalties. At December 31, 2015 the Company accrued a total of approximately $96,000 in estimated interest and penalties recorded in accrued interest and accounts payable. The Company is in negotiations with counsel and David and Edna Kasmoch to resolve this default, although there can be no assurance these negotiations will be successful.

In 2012 the Company received a Notice and Demand of Payment Withdrawal Liability from Central States Southeast and Southwest Areas Pension Fund (the “Notice”), the pension trustee that was funded by the Company for the benefit of its former employees at its City of Toledo operation. In December 2013, the Company received a Notice of Default from Central States, and in September 2014 the Company agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with payments of $6,000 per month for the first twelve months and $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016. Concurrently a separate security agreement was agreed on, effectively securing all of the Company’s assets and future rights to assets. As of the date of this filing, the Company is not in compliance with the new settlement agreement, as the remaining three payments of $10,000 as well as the balloon payment are overdue. In an event of default, the Company becomes liable for liquidating damages to Central States in the amount of $78,965. This liability has been added to the total amount owed under this agreement. The amounts owed under this agreement were $408,031 and $389,389, respectively, as of December 31, 2015 and 2014.

Note 3.

Pledged Assets and Long-Term Debt (Continued)

As of June 30, 2013, the Company held $455,000 of Debentures, but defaulted and did not pay the holders the principal amount due, all of which became due. During 2015, two of the Company’s debenture holders converted a total of $91,260 in debt including accrued interest to 45,630 restricted shares of the Company’s common stock. This reduced the amount of Debentures that remain outstanding and in default at December 31, 2015 to $365,000. The Company continues to accrue interest on the principal amount at the rate set forth in the Debentures until the principal amount is paid in full. The Company has not made the interest payments due in October 2015 and January 2016, and do not expect to pay the April 2016 installment due by the time of this filing. The Company expects to pay all accrued interest due and the principal amount to all outstanding holders of the Debentures after completing substitute financial arrangements, though there can be no assurance of the timing of receipt of these funds and amounts available from these substitute arrangements.

The Company has previously borrowed to purchase processing and automotive equipment, and as of December 31, 2015, one term note is outstanding at 7.1% interest for a term of five years, with monthly payments of approximately $2,100 and secured by automotive equipment. The amount owed on the note as of December 31, 2015 was approximately $6,200 and was paid in full on the maturity date in March 2016.

In September 2014, the Company executed a Promissory Note (the “Limited Note”) for $50,000 with N-Viro Energy Limited (“Ltd”), classified as a related party, at 5% interest and for a period of 90 days. During the fourth quarter of 2014 and into 2015, the Company repaid the Limited Note by reimbursing expenses incurred by Ltd related to its China project, and fully paid it off in June 2015.

During 2015 the Company borrowed a total of approximately $54,000 to pay for an insurance policy on equipment coverage during the year. The agreement is for a nine month term with an interest rate of 8.4% and monthly payments of approximately $5,400. The Company also financed its directors and officers insurance in late 2015, financing $30,100 over 10 months at 9% interest, monthly payments of $3,136 and is not secured. The amounts owed on these notes as of December 31, 2015 was approximately $33,000.

In December 2015, the Company entered into an agreement to issue a convertible promissory note (“Convertible Note”) to the Company for $125,000 in cash, less $10,000 in fees paid in debt issuance costs to a third party. The Convertible Note is for a term of nine (9) month, an interest rate of 10%, and a $4,000 original issue discount fee on actual payments made. The holder can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering. The conversion feature of this convertible promissory note was determined to be a beneficial conversion feature and was recorded as a debt discount at fair value of $83,000. This debt discount is being amortized to interest expense over the nine month note term. The total amount owed on this note was $125,000 and the gross discount was $81,425 as of December 31, 2015. The carrying amount on this note was $43,575 as of December 31, 2015.

Note 3.

Pledged Assets and Long-Term Debt (Continued)

Long-term debt at December 31, 2015 and 2014 is as follows:


	2015	2014
Notes payable - related party (David Kasmoch)	$ 200,000	$ 200,000
Pension withdrawal liability	408,031	389,389
Convertible debentures	365,000	455,000
Notes payable - equipment vendors	6,182	32,818
Note payable - related party (Ltd.)	-	44,480
Note payable - insurance	32,830	36,550
Convertible note payable, net of discount	43,575	-
	1,055,618	1,158,237
Less current maturities	1,055,618	831,583
	$ -	$ 326,654

Note 4.

Capital Lease, in default

In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC (“BGH”), a company owned by David Kasmoch, the father of Timothy R. Kasmoch, the Company’s President and Chief Executive Officer. The lease term is for five years beginning June 1, 2014 and a monthly payment of $10,000. At December 31, 2015 and 2014 the Company was in default of its payments. This lease has been determined to be a capital lease and a liability and related asset of $420,346 was recorded in June 2014 concurrent with the start of the lease agreement.

The following is a summary of property held under capital leases at December 31, 2015 and 2014:


	2015	2014
Leased real property at Bradley, Florida - BGH	$ 420,346	$ 420,346
Less accumulated depreciation	133,111	49,040
	$ 287,235	$ 371,306

Depreciation on assets under capital leases charged to expense for the years ended December 31, 2015 and 2014 was $84,071 and $49,040, respectively, recorded as cost of sales. Interest charged related to capital lease liabilities for the years ended December 31, 2015 and 2014 was $53,424 and $35,508, respectively, recorded as interest expense. At both December 31, 2015 and 2014, the Company was in default of its payments however there is no acceleration provision in the lease agreement. The total lease liability at December 31, 2015 and 2014 was $375,436 and $405,930, respectively.

Note 4.

Capital Lease, in default (continued)

The following is a schedule by years of future minimum payments required under the lease together with their present value as of December 31, 2015:


	amount
2016	$ 220,000
2017	120,000
2018	120,000
2019	50,000
Total minimum lease payments	510,000
Less amount representing interest	134,564
Present value of lease payments	$ 375,436

Current maturities	$ 133,436
Non-current maturities	$ 242,000

Note 5.

Related Party Transactions

In August 2011, the Company borrowed $200,000 with a Promissory Note payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Company’s President and Chief Executive Officer. More details can be found in Note 3.

During 2012 the Company paid Terri Kasmoch, the spouse of Timothy Kasmoch, as an employee for business development, web site and company media marketing and stock promotion efforts for the Company, and she participated with the executives of the Company in reducing the salary paid to her by 10% and deferring this to a future date. Effective November 2012, Ms. Kasmoch resigned from employment from the Company, and her deferred salary of approximately $3,900 remains unpaid as of December 31, 2015.

During 2014, the Company sold used equipment to Tri-State Garden Supply dba Gardenscape, a Company owned by the family of Timothy Kasmoch, and realized cash proceeds of $81,275 on the sale, of which $6,202 was still owed as of December 31, 2015. At December 31, 2015 this amount was classified as an Other – receivable but was fully reserved due to the uncertainty that these expenses will be reimbursed.

During 2015, the Company incurred expenses which were reimbursable from their landlord Bowling Green Holdings, LLC (“BGH”) in the amount of $10,321. At December 31, 2015 this amount was classified as an Other – receivable but was fully reserved due to the uncertainty that these expenses will be reimbursed.

During 2015 and 2014, the Company leased two trucks from Tri-State Garden Supply dba Gardenscape, and in lieu of lease payments agreed to repair and maintain both trucks, reimburse Gardenscape for insurance, annual taxes and license fees. During 2015 and 2014, this totaled approximately $48,500 and $27,000, respectively, and is included as part of Cost of Sales.

In September 2014, the Company executed a Promissory Note (the “Limited Note”) for $50,000 with N-Viro Energy Limited (“Ltd”), of which the Company holds approximately a 45% investment interest in. More details can be found in Note 3.

Note 6.

Equity Transactions

In April 2014, the Company entered into a share purchase agreement with one of the Company’s board members (“Purchaser”), pursuant to which the Company sold 71,429 shares of its common stock (the “Shares”) to the Purchaser for $50,000, or a purchase price of $0.70 per Share, and 71,429 warrants to purchase common stock. The Shares are restricted and the transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In April 2014, the Company entered into a share purchase agreement with one of the Company’s board members (“Purchaser”), pursuant to which the Company sold 25,000 shares of its common stock (the “Shares”) to the Purchaser for $17,500, or a purchase price of $0.70 per Share, and 25,000 warrants to purchase common stock. The Shares are restricted and the transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In May 2014, the Company entered into a share purchase agreement with one of the Company’s board members (“Purchaser”), pursuant to which the Company sold 37,313 shares of its common stock (the “Shares”) to the Purchaser for $25,000, or a purchase price of $0.67 per Share, and 37,313 warrants to purchase common stock. The Shares are restricted and the transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In August 2014 the Company issued Deerpoint Development Company Limited, the landlord of its administrative office, 16,200 shares of unregistered common stock at a price of $0.71 per share in exchange for three months rent, resulting in net additional expense of approximately $1,300 above the contracted amount, but saving us approximately $10,200 of cash. The stock price was calculated using the Black-Scholes valuation model, explained in further detail below.

In September 2014, the Company issued 350,000 warrants to purchase unregistered shares of common stock to Dynasty Wealth, Inc., for financial consulting services. Additional payments owed Dynasty Wealth could be paid in either cash or shares of the Company’s unregistered common stock. For the years ended December 31, 2015 and 2014 the Company did not issue any shares of stock in additional payment owed per the agreement. More details of this agreement are contained in Note 2.

In November 2014, the Company issued 100,000 shares of unregistered common stock to Global IR Group, Inc., for public relations services. More details of this agreement are contained in Note 2.

During 2014, the Company entered into share purchase agreements with a total of sixteen Purchasers pursuant to which the Company sold 604,650 shares of its common stock (the “Shares”) to the Purchasers for a total of $604,650, or a purchase price of $1.00 per share. All but 91,500 shares were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The Company sold 91,500 shares it held in its treasury, but the shares were not issued until early 2015. All of the transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

Note 6.

Equity Transactions (continued)

Between January and April 2015, the Company entered into share purchase agreements with a total of fourteen Purchasers pursuant to which the Company sold 410,000 shares of its common stock (the “Shares”) to the Purchasers for a total of $410,000, or a purchase price of $1.00 per share, to provide operating capital. All but 30,000 shares were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The Company issued 30,000 shares in 2015 it held in its treasury. All of the transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

Between June and October 2015, the Company entered into share purchase agreement with a total of five Purchasers pursuant to which the Company sold 156,000 shares of its common stock (the “Shares”) to the Purchaser for a total of $195,000, or a purchase price of $1.25 per share, and 78,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In June 2015, the Company issued Thomas W. Muldowney, a former consultant to the Company, 13,028 shares of registered common stock on the exercise of 22,400 warrants that were issued in 2010. The exercise did not provide the Company with cash as they were “cashless” per the agreements involved providing for the warrants and subsequent stock issuance.

In June 2015, the Company issued Deerpoint Development Company Limited, the landlord of its administrative office, 16,106 shares of unregistered common stock at a price of $1.43 per share in exchange for six months rent, resulting in net additional expense of approximately $2,600 above the contracted amount, but saving approximately $20,400 of cash.

In June 2015, the Company issued D&B Colon Leasing, LLC, the landlord of a former satellite office, 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash.

The Company has a stock option plan approved in May 2004, amended in June 2008 and again in August 2009 (the “2004 Plan”), for directors and key employees under which 2,500,000 shares of common stock could have been issued. No other shares can be issued from the 2004 Plan, and approximately 1,598,000 options are outstanding as of December 31, 2015. The Company also has a stock option plan approved in July 2010 (the “2010 Plan”), for directors and key employees under which 5,000,000 shares of common stock may be issued. Approximately 1,043,000 options are outstanding as of December 31, 2015. Unless otherwise stated in the stock option agreement, 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 six months from the date of grant. Options were granted in 2015 only from the 2010 Plan at the market value of the stock at date of grant, as defined in the plan.

Note 6.

Equity Transactions (continued)

The Company grants stock options to its directors as compensation for services performed. All of the options granted are for a period of ten years from the date of issuance, are pursuant to the 2010 Plan, and vest six (6) months from the issuance date. Stock option grants related to the periods covered by these financial statements include the issuance of 222,500 options from December 2013 through October 2015. These options are exercisable at prices ranging from $0.76 to $2.28. To reflect the value of the stock options granted, the Company records a non-cash charge to earnings totaling $280,033 over the requisite vesting period in selling, general and administrative expense. For the years ended December 31, 2015 and 2014, the Company recorded an expense of approximately $130,300 and $132,100, respectively. More information on these equity transactions is contained in this Form 10-K under Item 10, “Directors, Executive Officers and Corporate Governance”.

During the year ended December 31, 2014, the Company issued a total of 25,357 shares of unregistered common stock, valued at a total of $26,500, to its independent directors in lieu of cash owed for calendar year 2014 board meetings attended. To reflect the value of the stock issued, the Company recorded a charge to earnings totaling $26,500 during 2014. More information on these equity transactions is contained in this Form 10-K under Item 10, “Directors, Executive Officers and Corporate Governance”.

During the year ended December 31, 2015, the Company issued a total of 9,414 shares of unregistered common stock, valued at a total of $13,000, to its independent directors in lieu of cash owed for calendar year 2015 board meetings attended. To reflect the value of the stock issued, the Company recorded and will continue to record a charge to earnings totaling $13,000 during 2015. More information on these equity transactions is contained in this Form 10-K under Item 10, “Directors, Executive Officers and Corporate Governance”.

During the year ended December 31, 2014, the Board of Directors approved a plan to offer to all Company warrants holders a 25% discount on the exercise price to any warrant holder who exercises warrants, and a second 25% discount on any subsequent warrant exercise, but within a specific “discount period” and only on a temporary basis. Any warrant holder who exercised within the discount period also received a “replacement warrant” on a 1.5 to 1 basis. All other terms and conditions of all outstanding warrants remain unchanged, and the discount offer was temporary. During the discount period, five warrant holders exercised a total of 250,009 warrants at various exercise prices and were issued a total of 250,009 shares of restricted common stock and 375,014 replacement warrants. As a condition of exercise, all of the $122,177 in cash proceeds from the exercises were restricted for future payment to specific creditors as agreed upon with the warrant holders, and subsequently used to pay these creditors. In all instances the shares and the warrants issued and sold were in a private offering transaction pursuant to an exemption under Section 4(2) of the Securities Act of 1933 for transactions by an issuer not involving a public offering.

In October 2015, the Company approved a plan to modify all Company warrants by extending the time to exercise each outstanding warrant by one (1) year. All other terms and conditions of each class of warrant remain unchanged. In total, 2,679,742 warrants were affected by the expiration date extension. More information can be found in the Form 8-K filed by the Company on October 26, 2015.

For the 2015 and 2014 changes to the warrants, the incremental fair value associated with these transactions has been determined using the Black-Scholes model and has been recorded as a deemed dividend to common stockholders in the accompanying Statement of Stockholders’ Equity (Deficit). For the years ended December 31, 2015 and 2014, the deemed dividend was $395,224 and $502,890, respectively.

Note 6.

Equity Transactions (continued)

The following summarizes the stock options activity for the years ended December 31, 2015 and 2014:


	2015		2014
	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
Outstanding, beginning of year	2,515,231	$ 1.91	2,210,981	$ 2.10
Granted	165,000	$ 1.84	377,500	$ 0.84
Exercised	(1,250)	$ 1.65	(2,500)	$ 1.90
Forfeited/expired during the year	(38,750)	$ 1.93	(70,750)	$ 2.33
Outstanding, end of year	2,640,231	$ 1.90	2,515,231	$ 1.91

Eligible for exercise at end of year	2,615,231	$ 1.91	2,442,731	$ 1.92

Weighted average fair value per option for
options granted during the year	$ 1.84		$ 0.84

Options expected to vest over the life of the Plan	2,640,231		2,515,231

The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected term and the expected forfeiture rate of the option. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.

The following assumptions were used to estimate the fair value of options granted:


	Year Ended December 31,
	2015	2014
Expected dividend yield	0.0%	0.0%
Weighted average volatility	287.4%	287.0%
Risk free interest rate	1.4 – 1.9%	2.2 - 2.8%
Expected term (in years)	7	7

Note 6.

Equity Transactions (continued)

The following summarizes the stock warrants activity for the years ended December 31, 2015 and 2014:


	2015		2014
	Warrants (Underlying Shares)	Weighted Average Exercise Price	Warrants (Underlying Shares)	Weighted Average Exercise Price
Outstanding, beginning of year	2,624,142	$ 1.04	1,849,585	$ 1.04
Granted	78,000	$ 1.50	1,049,566	$ 0.96
Exercised	(22,400)	$ 1.00	(250,009)	$ 0.65
Forfeited/expired during the year	-	$ -	(25,000)	$ 1.00
Outstanding, end of year	2,679,742	$ 1.06	2,624,142	$ 1.04

Eligible for exercise at end of year	2,679,742	$ 1.06	2,624,142	$ 1.04

Weighted average fair value per warrant for
warrants granted during the year	$ 1.50		$ 0.96

Share Reserves for Outstanding Warrants	2,679,742		2,624,142

Note 7.

Revenue and Major Customers

For the years ended December 31, 2015 and 2014, the Company’s largest customer accounted for approximately 31% and 22% of our revenues, respectively. The Company’s sludge processing agreement with Toho Water Authority, which was also its largest customer for the years 2011 through 2013, was not renewed at the beginning of 2014. The Company’s failure to renew that agreement has had a material adverse effect on its business, financial conditions and results of operations. For the years ended December 31, 2015 and 2014, the top three customers accounted for approximately 74% and 50%, respectively, of the Company’s revenues. The accounts receivable balance due (which are unsecured) for these three customers at December 31, 2015 and 2014 was approximately $69,000 and $99,000, respectively.

Customers who accounted for more than 10% of the Company’s revenue for the year ended December 31, 2015 were: Jacksonville (Fla) Electric Authority ($362,000); Altamonte Springs, Florida ($343,000); Merrell Brothers, Inc. ($178,000) and Indiantown, Florida ($122,000). Customers who accounted for more than 10% of the Company’s revenue for the year ended December 31, 2014 were: Altamonte Springs, Florida ($289,000); Jacksonville (Fla) Electric Authority ($235,000) and Cedar Bay (Fla) Cogenerating Co., LP ($138,000).

Beginning in March 2014, the Company’s operations in Florida were voluntarily delayed for a short time while the Company moved assets and personnel to a new site in Bradley, Florida. While operations resumed in Bradley in June 2014, this reduction in revenue, while temporary, has materially reduced available cash to fund current or prior expenses incurred. The Company’s sludge processing agreement with Altamonte Springs, which was its largest customer in 2014 and its second largest customer in 2015, representing approximately 29% of Company revenues, was not renewed effective April 2016. The Company’s failure to renew that agreement may have a material adverse effect on its business, financial conditions and results of operations.

Additionally, economic considerations have made the supply of admixtures used in our processes more difficult to acquire due to coal-burning facilities operating less or not at all, primarily from the decrease in natural gas prices in the commercial marketplace.

Note 7.

Revenue and Major Customers (continued)

A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees. Some of these contracts, especially those contracts with large municipalities, provide for termination of the contract by the customer after giving relatively short notice (in some cases as little as ten days). In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts. If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

Note 8.

Commitments and Contingencies

In 2010, the Company and Timothy R. Kasmoch, the President and Chief Executive Officer, entered into an Employment Agreement for a five-year term. Mr. Kasmoch is to receive an annual base salary of $150,000, subject to an annual discretionary increase. In addition, Mr. Kasmoch is eligible for an annual cash bonus and was granted stock options from the Company’s Second Amended and Restated 2004 Stock Option Plan. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In March of 2015 and 2016, Mr. Kasmoch’s Employment Agreement automatically renewed for a one-year term.

In 2010, the Company and Robert W. Bohmer, the Executive Vice President and General Counsel, entered into an Employment Agreement for a five-year term. Mr. Bohmer is to receive an annual base salary of $150,000, subject to an annual discretionary increase. In addition, Mr. Bohmer is eligible for an annual cash bonus and was granted stock options from the Company’s Second Amended and Restated 2004 Stock Option Plan. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In March of 2015 and 2016, Mr. Bohmer’s Employment Agreement automatically renewed for a one-year term. In May 2014, the Company and Mr. Bohmer agreed to an adjustment to his employment contract, making him a part-time employee and adjusting his salary to $57,200. Additional information is available in “Item 11 Executive Compensation” in this Form 10-K.

In 2010, the Company and James K. McHugh, the Chief Financial Officer, Secretary and Treasurer, entered into an Employment Agreement for a five-year term. Mr. McHugh is to receive an annual base salary of $125,000, subject to an annual discretionary increase. In addition, Mr. McHugh is eligible for an annual cash bonus and was granted stock options from the Company’s Second Amended and Restated 2004 Stock Option Plan. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In March of 2015 and 2016, Mr. McHugh’s Employment Agreement automatically renewed for a one-year term.

In May 2013, the Company’s Board of Directors approved an amendment to each of the Company’s executive officer’s respective employment agreement only as it applied to the stock option grant. Additional information is available in “Item 11 Executive Compensation” in this Form 10-K.

As of December 31, 2015, the Company has accrued a liability of approximately $160,700 to reflect the total amount of salary and related payroll taxes voluntarily deferred by its three executive officers since February 2012, as well as approximately $95,100 in undeferred salary and related payroll taxes, for a combined total of approximately $255,800 in unpaid salaries and related payroll taxes. More details of these liabilities are contained in Note 2.

In February 2013, the Company received a letter from counsel on behalf of one of our stockholders (“Counsel letter”), demanding a review by the Board of option plan issuances in 2010 and 2011 to members of management. In response, the Board formed a Special Committee to evaluate the 2004 and 2010 Stock Option Plans for the issuances in 2010 pursuant to the multi-year employment agreements with Messrs. Kasmoch, Bohmer and McHugh under the 2004 Option Plan, and the 2011 award to Mr. Kasmoch under the 2010 Option Plan.

Note 8.

Commitments and Contingencies (continued)

In May 2013, the Special Committee and the Board finished reviewing the awards and sent a letter in reply to the Counsel letter. The Board also approved an amendment to each the executive officer’s respective employment agreement, and renegotiated their option grants such that (i) no grant in any single year exceeds the Plan Limits, and, (ii) each employee return to respective Option Plan the number of options by which his annual grant exceeded the Plan Limits for any single year. Additional information is available in Item 11 “Executive Compensation” of the Form 10-K filed April 15, 2015.

As a result of these actions, and after additional negotiations, on July 14, 2014 the Company and the stockholder entered into a Confidential Settlement Agreement and General Release with the following terms: Without admitting liability in connection with any of the claims asserted but in order to avoid the expenses and uncertainty of potential litigation the Company agreed: (i) the Company will adopt certain procedures to monitor future issuances of options to management; (ii) the Company will make an installment payment of $20,000 ratably over ten months to counsel for the stockholder who asserted the claim, but none of these funds will be paid to the stockholder; (iii) the Company will issue warrants to counsel for the stockholder exercisable at a predetermined price. In exchange for the foregoing the parties exchanged general releases and this matter is resolved completely. Based on the terms of the settlement, the Company accrued an estimated expense of $86,500, recorded as a trade account payable, at December 31, 2013 and, due to an increase in the underlying valuation of the warrants, an additional accrual of $93,900 for the quarter ended March 31, 2014, for a total expense of $180,400 to recognize the cost of the final settlement. All but $20,000 of this expense is for the non-cash component. The final settlement payment due under the settlement is in default, and as of December 31, 2015 and 2014, the Company owed approximately $2,000 and $16,000 in cash installment payments, respectively.

The Company’s executive and administrative offices are located in Toledo, Ohio. In April 2011, the Company signed a 68 month lease with Deerpoint Development Co., Ltd. The total minimum rental commitment for the remaining succeeding year of 2016 is $40,800. The total rental expense included in the statements of operations for the year ended December 31, 2015 and 2014 is approximately $43,400 and $40,800, respectively. Additional information is available in “Item 2 Properties” in this Form 10-K.

In October 2010, the Company began to lease property in Emlenton, Pennsylvania under a lease with A-C Valley Industrial Park, for one year. After September 2011, the Company operated under a month-to-month lease agreement, for a reduced rate, therefore there is no minimum rental commitment at December 31, 2015 for any of the succeeding five years. The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $12,000.

In June 2009, the Company began to maintain an office in West Unity, Ohio under a lease with D&B Colon Leasing, LLC, (“D&B”) for one year. In June 2010, the Company renewed the lease for an additional year through May 2011, and operated under a month-to-month lease until the Company closed the office in September 2014. In June 2015, the Company issued D&B 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash. The total rental expense included in the statements of operations for the year ended December 31, 2015 and 2014 is $3,600 and $22,500, respectively.

The Company maintained an office in Daytona Beach under a lease with the County of Volusia, Florida, from March 2009 through March 2014. Effective and subsequent to April 2014, the Company briefly operated on a month to month lease with Volusia County, to allow the removal of certain owned assets and finished product from the site as approved by the County. The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $-0- and $15,000, respectively.

Note 8.

Commitments and Contingencies (continued)

In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC, for a five year lease term beginning June 1, 2014 and a monthly payment of $10,000. More details can be found in Note 4 Capital Lease.

For the year ended December 31, 2015 and 2014, the Company paid a total of $26,400 and $19,800, respectively, recorded as rent in selling, general and administrative expense, on behalf of the Chief Executive Officer. No future commitment exists in any succeeding years as the residential building lease is not in the name of the Company, however the Company expects to pay $22,000 in 2016 through the lease term maturing October 31, 2016.

In September 2014, the Company entered into an operating lease with Caterpillar Financial for operating equipment at its Bradley, Florida location. The lease term is for three years beginning October 2014 and a monthly payment of approximately $3,200. The total minimum rental commitment for the year ending December 31, 2016 is $37,900 and for the year ending December 31, 2017 is $28,400. The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $37,900 and $12,600, respectively.

For all of the Company’s operating leases, the total rental expense included in the statements of operations for the years ended December 31, 2015 and 2014 is $123,300 and $122,700, respectively.

The following is a schedule by years of future minimum payments required for all of the Company’s operating leases as of December 31, 2015:


	amount
2016	$ 37,900
2017	28,400
2018	-
2019	-
2020	-
Total minimum lease payments	$ 66,300

Management believes that all of the Company’s properties are adequately covered by insurance.

The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect, if any, current and future regulations may have on the operations of the Company.

From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business. Certain unsecured creditors have brought civil action against the Company related to nonpayment. The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

Note 9.

Income Tax Matters

The composition of the deferred tax assets and liabilities at December 31, 2015 and 2014 is as follows:


	2015	2014
Gross deferred tax liabilities:
Property and equipment and intangible assets	$ -	($ 68,700)
Gross deferred tax assets:
Loss carryforwards	6,465,100	6,016,600
Property and equipment and intangible assets	55,600	-
Pension plan withdrawal exp in excess of payments	138,700	132,400
Stock options and warrants	1,593,900	1,396,100
Subsidiary acquisition basis step up	21,400	42,800
Allowance for doubtful accounts	11,200	34,400
Deferred compensation and unpaid salaries	86,900	95,800
Litigation settlement - non-cash portion	54,500	54,500
Other	100	400
Less valuation allowance	(8,427,400)	(7,704,300)
	$ -	$ -

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, 2015 and 2014 and are as follows:


	2015	2014
Provision at statutory rate	($ 773,200)	($ 598,500)
(Decrease) increase in income taxes resulting from:
Change in valuation allowance	723,100	587,500
Penalties	49,400	8,100
Other	700	2,900
	$ -	$ -

For the years ended December 31, 2015 and 2014, we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses. Accordingly, our effective tax rate for each period was zero. The net operating losses available at December 31, 2015 to offset future taxable income total approximately $19,000,000 and expire principally in years 2018 - 2035.

Note 10.

Subsequent Events

In January 2016, the Company entered into an agreement with JMJ Financial (“JMJ”), to issue a Convertible Promissory Note (“JMJ Note”) to the Company for $100,000 in cash, less $6,950 in fees paid to Craft Capital Management, LLC (“Craft”). Craft also received 4,000 stock warrants to purchase common stock of the Company at an exercise price of $1.00 per share. The JMJ Note is for a term of two (2) years, an interest rate of 12% if not paid within the first 90 days, and a 10% original issue discount fee on actual payments made. After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In January 2016, the Company accepted a Promissory Note (the “Limited Note Receivable”) for $100,000 from N-Viro Energy Limited (“Ltd”), and concurrently advanced Ltd $55,000 cash for expenses in connection with its China project. The Note Receivable is due April 15, 2016 at a stated interest rate of 5% per annum.

In March 2016, the Company entered into an agreement with Tangiers Investment Group, LLC (“Tangiers”), to issue a 10% Convertible Promissory Note (“Tangiers Note”) to us for $58,500 in cash, less $8,500 in original issue discount retained by Tangiers for due diligence and legal expenses. The Tangiers Note is for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the March 2016 effective date. At any time Tangiers can elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In March 2016, the Company entered into an initial one (1) year agreement with Arrowroot Partners, LLC (“Arrowroot”), to assist in obtaining equity or debt financing for the Company. The Company issued 15,460 shares of its unregistered common stock, valued at $15,000, to Arrowroot as a non-refundable restricted equity share retainer fee, which can be applied toward future financing fees in connection with any placements. A cash fee of 8% of the gross proceeds and a warrant fee of 8% of the number of shares placed, in addition to preapproved expenses, will be paid to Arrowroot for its services.

In March 2016, the Company executed a two week preliminary public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 50,000 shares of the Company’s unregistered common stock, valued at approximately $43,000.

In April 2016, the Company entered into a share purchase agreement with a Purchaser pursuant to which the Company sold 100,000 shares of its common stock (the “Shares”) to the Purchaser for a total of $100,000, or a purchase price of $1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.


N-VIRO INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

			Six Months Ended June 30
	Three Months Ended June 30
	2016	2015	2016	2015

REVENUES	$ 51,368	$ 325,720	$ 249,008	$ 674,639

COST OF REVENUES	171,627	291,745	392,735	644,385

GROSS INCOME (LOSS)	(120,259)	33,975	(143,727)	30,254

OPERATING EXPENSES
Selling, general and administrative	354,191	543,208	698,510	990,702
Gain on disposal of assets	(23,051)	-	(23,051)	-
Total Operating Expenses	331,140	543,208	675,459	990,702

OPERATING LOSS	(451,399)	(509,233)	(819,186)	(960,448)

OTHER INCOME (EXPENSE)
Gain on extinguishment of liabilities	107,870	-	107,870	-
Interest income	1,212	42	1,739	85
Interest expense	(359,183)	(33,349)	(446,442)	(68,866)
Total Other Income (Expense)	(250,101)	(33,307)	(336,833)	(68,781)

LOSS BEFORE INCOME TAXES	(701,500)	(542,540)	(1,156,019)	(1,029,229)

Federal and state income taxes	-	-	-	-

NET LOSS	($ 701,500)	($ 542,540)	($ 1,156,019)	($ 1,029,229)


Basic and diluted loss per share	($0.08)	($0.06)	($0.13)	($0.12)

Weighted average common shares outstanding - basic and diluted	9,084,496	8,621,747	9,002,405	8,424,591

See Notes to Unaudited Condensed Consolidated Financial Statements


N-VIRO INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
	June 30, 2016	December 31, 2015
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$ 107,785	$ 82,201
Trade receivables, net of allowance for doubtful accounts of
of $900 at June 30, 2016 and $1,300 at December 31, 2015	16,195	80,823
Prepaid expenses and other assets	107,829	72,739
Deferred costs - stock and warrants issued for services	341,691	54,167
Total current assets	573,500	289,930

PROPERTY AND EQUIPMENT, NET	414,596	492,976

DEPOSITS	14,687	20,027

TOTAL ASSETS	$ 1,002,783	$ 802,933

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Current maturities of long-term debt	$ 51,460	$ 39,012
Short-term convertible notes, net of discount	27,625	34,193
Current maturity of capital lease liability, in default	176,615	133,436
Notes payable - related parties, in default	200,000	200,000
Convertible debentures, in default	365,000	365,000
Pension plan withdrawal liability - current, in default	417,842	408,031
Accounts payable	830,088	817,018
Accrued liabilities	371,873	319,625
Total current liabilities	2,440,503	2,316,315

Capital lease liability - long-term, less current maturities, in default	198,821	242,000
Convertible note - long-term, net of discount	42,080	-

Total liabilities	2,681,404	2,558,315

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
Preferred stock, $.01 par value, authorized 2,000,000 shares;
issued -0- shares in 2016 and 2015	-	-
Common stock, $.01 par value; authorized 35,000,000 shares;
issued 9,481,826 in 2016 and 8,911,714 in 2015	94,818	89,117
Additional paid-in capital	34,765,341	33,538,262
Accumulated deficit	(36,527,689)	(35,371,670)
	(1,667,530)	(1,744,291)
Less treasury stock, at cost; 2,000 shares in 2016 and 2015	11,091	11,091
Total stockholders' deficit	(1,678,621)	(1,755,382)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,002,783	$ 802,933

See Notes to Unaudited Condensed Consolidated Financial Statements


N-VIRO INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Six Months Ended June 30
	2016	2015
NET CASH USED IN OPERATING ACTIVITIES	($ 457,740)	($ 501,093)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of property and equipment	42,483	45,608
Increases to restricted cash	-	65,529
Purchases of property and equipment	-	(27,437)
Loans made to related party	(120,000)	-
Net cash provided by (used in) investing activities	(77,517)	83,700

CASH FLOWS FROM FINANCING ACTIVITIES
Convertible debt issued, net of original issue discount	736,550	-
Private placements of stock, net of issuance costs	99,945	533,365
Borrowings on long-term debt	52,362	53,629
Proceeds from stock options exercised, net of issuance costs	-	1,982
Principal payments on Notes Payable - related party	-	(38,414)
Principal payments on long-term obligations	(34,516)	(87,729)
Principal payments on convertible debt	(293,500)	-
Net cash provided by financing activities	560,841	462,833

NET INCREASE IN CASH & CASH EQUIVALENTS	25,584	45,440

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	82,201	81,854

CASH AND CASH EQUIVALENTS - END OF PERIOD	$ 107,785	$ 127,294

See Note 15 for supplemental disclosure of cash flows information

See Notes to Unaudited Condensed Consolidated Financial Statements

Note 1.

Organization and Basis of Presentation

The accompanying consolidated financial statements of N-Viro International Corporation (the “Company”) are unaudited but, in management's opinion, reflect all adjustments (including normal recurring accruals) necessary to present fairly such information for the period and at the dates indicated. The results of operations for the six months and three months ended June 30, 2016 may not be indicative of the results of operations for the year ending December 31, 2016. Since the accompanying consolidated financial statements have been prepared in accordance with Article 8 of Regulation S-X, they do not contain all information and footnotes normally contained in annual consolidated financial statements; accordingly, they should be read in conjunction with the consolidated financial statements and notes thereto appearing in the Company's Form 10-K for the period ending December 31, 2015.

The financial statements are consolidated as of June 30, 2016, December 31, 2015 and June 30, 2015 for the Company. All intercompany transactions were eliminated.

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There have been no changes in the selection and application of significant accounting policies and estimates disclosed in “Item 8 – Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2015.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of approximately $1,867,000 at June 30, 2016, and has incurred recurring losses and negative cash flow from operations for the six months ended June 30, 2016 and years ended December 31, 2015 and 2014. Moreover, while the Company expects to arrange for financing with lending institutions, there can be no assurances that the Company will have the ability to do so. The Company has borrowed money from third parties and related parties and expects to be able to generate future cash from the exercises of common stock options and warrants, new debt and equity issuances. The Company has substantially slowed payments to trade vendors, and has renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables. In 2014, 2015 and early 2016, the Company issued new equity for total cash realized of approximately $1.4 million. In 2013, 2014 and again in 2015, the Company modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014. In October 2015, the Company extended the expiration date of all outstanding warrants for exactly one year. Beginning in March 2014, our operations in Volusia County, Florida, which at the time represented substantially all of our revenue, were voluntarily delayed while the Company employed additional personnel and moved assets to its new site in Bradley, Florida. When operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred, and has remained at this lower level or decreased over subsequent periods to date. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Certain amounts in the Condensed Consolidated Balance Sheets at December 31, 2015 have been reclassified to conform to the current period presentation.

Note 2.

Notes Receivable

In January 2016, the Company entered into a Promissory Note (the “Note Receivable”) for $100,000 with N-Viro Energy Limited (“Ltd”), a related party, and concurrently advanced Ltd $55,000 of cash for expenses in connection with its China project. The Note Receivable was due on April 15, 2016 at a stated interest rate of 5% per annum. In May 2016, the Company agreed to a revised Note Receivable for $120,000, and concurrently advanced Ltd $65,000 of cash for expenses in connection with its China project. No other terms of the Note Receivable were changed, and the Note Receivable is in default as of the date of this filing. The entire balance of principal and

related accrued interest receivable has been fully reserved, as collectability is deemed doubtful, and a charge to earnings has been recorded at June 30, 2016.

Note 3.

Notes Payable

In 2011 the Company borrowed $200,000 with a Promissory Note (“the Note”) payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Company’s President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment. Timothy Kasmoch has personally guaranteed the repayment of this Note. As of June 30, 2016 the Note was past due and the Company is in default. The Company expects to extend the Note in the near future and pay it in full in 2016, although there can be no assurance the Company will have adequate cash flow to allow for any additional payments or that the maturity date will be extended. In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note as well as defaulted payments under the related BGH capital lease discussed in Note 4, along with additional accrued interest and penalties. At June 30, 2016 and December 31, 2015 the Company accrued a total of $154,340 and $95,780, respectively, in estimated interest and penalties, recorded in accrued interest and accounts payable. The Company is in negotiations with counsel and David and Edna Kasmoch to resolve this default, although there can be no assurance these negotiations will be successful.

In 2012 the Company received a Notice and Demand of Payment Withdrawal Liability from Central States Southeast and Southwest Areas Pension Fund (the “Notice”), the pension trustee that was funded by the Company for the benefit of its former employees at its City of Toledo operation. In December 2013, the Company received a Notice of Default from Central States, and in September 2014 the Company agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with payments of $6,000 per month for the first twelve months and $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016. Concurrently a separate security agreement was agreed on, effectively securing all of the Company’s assets and future rights to assets. As of the date of this filing, the Company is not in compliance with the new settlement agreement, as the remaining two payments of $10,000 as well as the balloon payment are overdue. In an event of default, the Company becomes liable for liquidating damages to Central States in the amount of $78,965. This liability has been added to the total amount owed under this agreement. The amount owed under this agreement was $417,842 as of June 30, 2016 and $408,031 as of December 31, 2015, respectively.

In 2009 the Company approved an offering of up to $1,000,000 of Convertible Debentures (the “Debentures”), convertible at any time into our unregistered common stock at $2.00 per share. The Debentures were issuable in $5,000 denominations, are unsecured and have a stated interest rate of 8%, payable quarterly to holders of record. As of June 30, 2013, the Company held $455,000 of Debentures, but defaulted and did not pay the holders the principal amount due, all of which became due. During 2015, two of the Company’s debenture holders converted their respective debt to restricted shares of the Company’s common stock, reducing the amount of Debentures that remain outstanding and in default at June 30, 2016 to $365,000. The Company continues to accrue interest on the principal amount at the rate set forth in the Debentures until the principal amount is paid in full. The Company has not made the interest payments due in October 2015 or those due in January, April and July of 2016. The Company expects to pay all accrued interest due and the principal amount to all outstanding holders of the Debentures after completing substitute financial arrangements, though there can be no assurance of the timing of receipt of these funds and amounts available from these substitute arrangements.

In October 2015, the Company financed its directors and officers insurance and borrowed $30,100 over 10 months at 9% interest, with monthly payments of $3,136 and the note is unsecured. The amount owed on this note as of June 30, 2016 was $9,337.

In December 2015, the Company entered into an agreement with JSJ Investments, Inc. (“JSJ”) to issue a convertible promissory note (“JSJ Note”) to the Company for $125,000 in cash, less $10,000 in fees paid in debt issuance costs to a third party. The JSJ Note was for a term of nine (9) month, an interest rate of 10%, and a $4,000 original issue discount fee on actual payments made. JSJ could elect to convert all or part of the debt into restricted

shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the JSJ Note was determined to be a beneficial conversion feature and was recorded as a debt discount at a fair value of $83,000 at the time of issuance, and was subsequently amortized to interest expense ratably over the term outstanding. As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the JSJ Note was retired in late June 2016 for a total payment of approximately $190,300, including accrued interest and $62,500 in an early prepayment premium.

In January 2016, the Company entered into an agreement with JMJ Financial (“JMJ”), to issue a Convertible Promissory Note (“JMJ Note”) to the Company for $500,000, with an initial loan of $100,000 in cash, less $6,950 in debt issuance costs paid to Craft Capital Management, LLC (“Craft”). Craft also received 4,000 stock warrants, valued at $3,000, to purchase unregistered common stock of the Company at an exercise price of $1.00 per share. The JMJ Note is for a term of two (2) years, an interest rate of 12% if not paid within the first 90 days, and a 10% original issue discount fee on actual payments made. After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the JMJ Note was determined to be a beneficial conversion feature and was recorded as a debt discount at fair value of $67,000. This debt discount is being amortized to interest expense ratably over the two year note term. The total amount owed on the JMJ Note was $100,000 and the gross discount was $57,920, including net debt issuance costs of $7,670, as of June 30, 2016. The carrying amount on the JMJ Note was $42,080 as of June 30, 2016, and is classified as long-term debt on the balance sheet.

In March 2016, the Company entered into an agreement with Tangiers Investment Group, LLC (“Tangiers”), to issue a 10% Convertible Promissory Note (“Tangiers Note”) to the Company for $58,500 in cash, less $8,500 in original issue discount retained by Tangiers for due diligence and legal expenses. The Tangiers Note was for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the March 2016 effective date. At any time Tangiers could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the Tangiers Note was determined to be a beneficial conversion feature, and was recorded as a debt discount at fair value of $39,000 at the time of issuance and subsequently amortized to interest expense ratably over the term outstanding. As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the Tangiers Note was retired in late June 2016 for a total payment of $81,900, including accrued interest and approximately $17,600 in an early prepayment premium.

In April 2016, the Company entered into an agreement with Tangiers Global, LLC (“Tangiers Global”), to issue a 10% Convertible Promissory Note (“Tangiers Global Note”) to the Company for $110,000 in cash, less $10,000 in original issue discount retained by Tangiers Global. The Tangiers Global Note was for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the April 2016 effective date. At any time Tangiers Global could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,400,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving

a public offering. The conversion feature of the Tangiers Global Note was determined to be a beneficial conversion feature, and was recorded as a debt discount at a fair value of $73,000 and subsequently amortized to interest expense ratably over the term outstanding. As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the Tangiers Global Note was retired in late June 2016 for a total payment of $121,000, including a $11,000 early prepayment premium.

In June 2016, the Company entered into a second agreement with JMJ Financial (“JMJ”), to issue a convertible promissory note to JMJ (“JMJ Note #2”) in the principal amount of $585,000 in cash, less $60,000 in original issue discount retained by JMJ, less $31,500 in debt issuance costs paid to Craft Capital Management LLC. Craft also received 21,000 stock warrants, valued at $19,900, to purchase unregistered common stock of the Company at a purchase price of $1.00 per share. The JMJ Note #2 is due and payable on June 13, 2017 and is convertible at the lesser of $0.90 or 75% of the lowest trade price in the 25 trading days previous to the conversion date. The JMJ Note #2 is convertible at the sole option of JMJ. The Company has the right to repay up to 98% of the JMJ Note #2 after the effective date in an amount equal to 120% of the sum of the principal sum being repaid plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum or, alternatively, at any time on or before 180 days after the issuance date of the JMJ Note #2 to pay an amount equal to 140% of the sum of the principal sum being repaid, plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due of such principal sum. After 180 days after the issuance date of the JMJ Note #2, the Company may not prepay the note prior to the maturity date without the approval of JMJ. JMJ has the right in its sole discretion to require the Company to repurchase the JMJ Note #2 from JMJ at any time after the issuance date in an amount equal to 125% of the sum of the principal sum plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum. The Company was required to reserve 8,000,000 shares of common stock for potential conversion of the JMJ Note #2. The Company also agreed to file an S-1 Registration Statement (“S-1”) to register the resale of the shares of common stock issuable upon conversion of the JMJ Note #2 as well as the resale of 455,000 warrants issued to JMJ in connection with this transaction. The S-1 is required to include 5,000,000 shares of common stock for potential resale of the securities issuable upon conversion of the JMJ Note #2 and exercise of the warrants. The Registration Rights Agreement provides for a $50,000 penalty in the event the S-1 is not filed with the SEC on or before August 1, 2016 and a $25,000 penalty if the S-1 is not declared effective within 90 days of June 13, 2016. Exemption from registration is claimed under Section 4(2) of the Securities Act as transaction by an issuer not involving a public offering. The Company filed the S-1 on July 25, 2016, thus avoiding the $50,000 penalty, and as of the date of this filing the S-1 has not yet been declared effective. The conversion feature and attached warrants of the JMJ Note #2 were valued and determined to be beneficial. The fair value of the beneficial conversion feature and warrants were recorded as a debt discount at their relative fair values totaling $473,600. This debt discount is being amortized to interest expense ratably over the one year note term. The total amount owed on the JMJ Note #2 was $585,000 and the gross discount was $557,375, including an original issue discount of $57,167 and net debt issuance costs of $48,973, as of June 30, 2016. The carrying amount on the JMJ Note #2 was $27,625 as of June 30, 2016, and is classified as short-term debt on the balance sheet.

As of June 30, 2016, both of the outstanding convertible notes to JMJ Financial (collectively, “the JMJ Notes”) have no floor price but provide that unless otherwise agreed to in writing by the Company and JMJ, at no time will JMJ convert any amount of the JMJ Notes into common stock that would result in the investor owning more than 4.99% of the Company’s outstanding common stock. The Company has filed a Form S-1 Registration Statement to register 5,000,000 shares of common stock for resale, which includes 455,000 shares issuable upon exercise of warrants and up to 4,545,000 shares of common stock issuable upon conversion of the JMJ Notes in the aggregate principal amount of $685,000. As of the filing date of this Form 10-Q, said Registration Statement has not been declared effective by the Securities and Exchange Commission.

Note 4.

Capital Lease, in default

$10,000. This lease has been determined to be a capital lease and a liability and related asset of $420,346 was recorded in June 2014 concurrent with the start of the lease agreement.

Depreciation on assets under capital leases charged to expense for both the six and three months ended June 30, 2016 and 2015 was $42,014 and $21,007, respectively, recorded as cost of sales. Interest charged related to capital lease liabilities for the six months ended June 30, 2016 and 2015 was $22,800 and $27,952, respectively, and for the three months ended June 30, 2016 and 2015 was $11,054 and $13,677, respectively, recorded as interest expense. At both June 30, 2016 and December 31, 2015, the Company was delinquent in its payments and in default of its lease agreement however there is no acceleration provision in the lease agreement. The total lease liability at both June 30, 2016 and December 31, 2015 was $375,436.

Note 5.

Commitments and Contingencies

Effective July 17, 2016, the Company entered into an Employment Agreement (the “Agreement”) with Timothy R. Kasmoch to serve as the Company’s President and Chief Executive Officer commencing July 17, 2016. The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The Agreement provides that Mr. Kasmoch is to receive an annual base salary of $150,000, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. Kasmoch is eligible for an annual cash bonus in an amount to be determined, a vehicle allowance, and otherwise subject to the discretion of, the Board of Directors. Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Kasmoch's performance. The Agreement also provides for annual stock option grants to Mr. Kasmoch. The Employment Agreement permits Mr. Kasmoch to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. Kasmoch is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date. Additional information about the Agreement is available as Exhibit 10.7 in the Form S-1 filed on July 25, 2016.

Effective July 17, 2016, the Company entered into an Employment Agreement (the “Agreement”) with Robert W. Bohmer to serve as the Company’s Executive Vice President and General Counsel commencing July 17, 2016. The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The Agreement provides that Mr. Bohmer is to receive an annual base salary of $57,200, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. Bohmer is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors. Under the Agreement, this determination is to be based upon the President/Chief Executive Officer’s and Board of Directors review of Mr. Bohmer's performance. The Agreement also provides for annual stock option grants to Mr. Bohmer. The Employment Agreement permits Mr. Bohmer to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. Bohmer is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date. Additional information about the Agreement is available as Exhibit 10.8 in the Form S-1 filed on July 25, 2016.

Effective July 17, 2016, the Company entered into an Employment Agreement (the “Agreement”) with James K. McHugh to serve as the Company’s Chief Financial Officer, Secretary and Treasurer commencing July 17, 2016. The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The Agreement provides that Mr. McHugh is to receive an annual base salary of $125,000, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. McHugh is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors. Under the Agreement, this determination is to be based upon the President/Chief Executive Officer’s and Board of Directors review of Mr. McHugh's performance. The Agreement also provides for annual stock option grants to Mr. McHugh. The Employment Agreement permits Mr. McHugh to terminate his employment in the event of a change of control or

certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. McHugh is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date. Additional information about the Agreement is available as Exhibit 10.9 in the Form S-1 filed on July 25, 2016.

As of June 30, 2016, the Company has accrued a liability of approximately $182,000 to reflect the total amount of salary and related payroll taxes voluntarily deferred by its three executive officers since February 2012 under their 2010 employment agreements, as amended, as well as approximately $82,000 in undeferred salary and related payroll taxes, for a combined total of approximately $264,000 in unpaid salaries and related payroll taxes. Additional information about the 2010 employment agreements and any subsequent amendments for the officers is available in Item 11 Executive Compensation of the Form 10-K filed on April 14, 2016.

The Company’s executive and administrative offices are located in Toledo, Ohio. In April 2011, the Company signed a 68 month lease with Deerpoint Development Co., Ltd. (“Deerpoint”). The total minimum rental commitment for the remaining succeeding year of 2016 is $40,764. In June 2015, the Company issued Deerpoint 16,106 shares of unregistered common stock at a price of $1.43 per share in exchange for six months rent, resulting in net additional expense of approximately $2,600 above the contracted amount, but saving approximately $20,400 of cash. The total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is approximately $20,400 and $23,000, respectively. The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is approximately $10,200 and $12,800, respectively.

In October 2010, the Company began to lease property in Emlenton, Pennsylvania under a lease with A-C Valley Industrial Park, for one year. After September 2011, the Company operated under a month-to-month lease agreement, for a reduced rate, therefore there is no minimum rental commitment at June 30, 2016 for any of the succeeding five years. The total rental expense included in the statements of operations for each of the six months and three months ended June 30, 2016 and 2015 is $6,000 and $3,000, respectively.

In June 2009, the Company began to maintain an office in West Unity, Ohio under a lease with D&B Colon Leasing, LLC, (“D&B”) for one year. In June 2010, the Company renewed the lease for an additional year through May 2011, and operated under a month-to-month lease until the Company closed the office in September 2014. In June 2015, the Company issued D&B 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash. The total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is $-0- and $3,600, respectively. The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is $-0- and $3,600, respectively.

For each of the six months and three months ended June 30, 2016 and 2015, the Company paid a total of $13,200 and $6,600, respectively, recorded as rent in selling, general and administrative expense, on behalf of the Chief Executive Officer. No future commitment exists in any succeeding years as the residential building lease is not in the Company’s name, however the Company expects to pay $8,800 for the remainder of 2016 through the lease term maturing October 31, 2016.

In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC, for a five year lease term beginning June 1, 2014 and a monthly payment of $10,000. More details can be found in Note 4 Capital Lease, in default.

In September 2014, the Company entered into an operating lease with Caterpillar Financial for operating equipment at its Bradley, Florida location. The lease term is for three years beginning October 2014 and a monthly payment of $3,155. The total minimum rental commitment for the year ending December 31, 2016 is $37,900 and for the year ending December 31, 2017 is $28,400. The total rental expense included in the statements of operations for each of the six months and three months ended June 30, 2016 and 2015 is $18,930 and $9,465, respectively.

For all of the Company’s operating leases, the total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is $58,500 and $64,700, respectively. The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is $29,300 and $35,500, respectively.

Management believes that all of the Company’s properties are adequately covered by insurance.

The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect if any, current and future regulations may have on the operations of the Company.

Note 6.

New Accounting Standards

In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2019-09"), which includes multiple amendments intended to simplify aspects of share-based payment accounting. ASU 2016-09 will be effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted. Amendments to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, and forfeitures will be applied using a modified retrospective transition method through a cumulative-effect adjustment to equity as of the beginning of the period of adoption. Amendments to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement will be applied retrospectively, and amendments requiring the recognition of excess tax benefits and tax deficiencies in the income statement are to be applied prospectively. The Company is currently evaluating the impact that the standard will have on our consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”)¸which requires that all leases with a term of more than one year, covering leased assets such as real estate and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. ASU 2016-02 is effective for fiscal years fiscal years and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. ASU 2015-17 is effective for fiscal years and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We adopted this guidance effective January 1, 2016 and have reclassified $14,962 of unamortized debt issuance costs within the short-term convertible notes, net of discount line

on the balance sheet. The prior period unamortized debt issuance costs in the amount of $9,382 have been reclassified to conform to the current period presentation.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides for a single five-step model to be applied to all revenue contracts with customers. The new guidance also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Entities can use either a retrospective approach or a cumulative effect adjustment approach to implement the guidance. In 2015, the FASB issued a deferral of the effective date of the guidance to 2018, with early adoption permitted in 2017. In 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12 as amendments to ASU 2014-09 to clarify the implementation guidance for: 1) principal versus agent considerations, 2) identifying performance obligations, 3) the accounting for licenses of intellectual property, and 4) narrow scope improvements on assessing collectability, presentation of sales taxes, non-cash consideration and completed contracts and contract modifications at transition. The Company is currently evaluating the impact of the provisions of this standard on our consolidated financial statements.

A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, the implementation of such proposed standards would have on the Company’s consolidated financial statements.

Note 7.

Segment Information

The Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources. The chief operating decision maker is the Chief Executive Officer.

Note 8.

Revenue and Major Customers

For the six months ended June 30, 2016 and 2015, the Company’s largest customer accounted for approximately 43% and 34% of our revenues, respectively, and approximately 24% for each of the three months ended June 30, 2016 and 2015. For the six months ended June 30, 2016 and 2015, the top three customers accounted summarily for approximately 84% and 80%, respectively, and 55% and 65% for the three months ended June 30, 2016 and 2015, respectively, of the Company’s revenues. The accounts receivable balance due (which are unsecured) for these three customers at June 30, 2016 was approximately $7,800, or 52% of the accounts receivable balance.

Customers who accounted for more than 10% of the Company’s revenue for the six months ended June 30, 2016 were: Altamonte Springs, Florida ($107,700) and Jacksonville (Fla) Electric Authority ($55,900). Customers who accounted for more than 10% of the Company’s revenue for the six months ended June 30, 2015 were: Jacksonville (Fla) Electric Authority ($228,800), Altamonte Springs, Florida ($184,300) and Merrell Brothers, (Fla) Inc. ($129,200).

Customers who accounted for more than 10% of the Company’s revenue for the three months ended June 30, 2016 were: Dan Viro Israel ($12,300); Jacksonville (Fla) Electric Authority ($9,300) and Kicking Tires (Fla) Ranch ($6,900). Customers who accounted for more than 10% of the Company’s revenue for the three months

ended June 30, 2015 were: Altamonte Springs, Florida ($78,000); Jacksonville (Fla) Electric Authority ($76,800); Merrell Brothers, (Fla) Inc. ($58,000) and Indiantown, Florida ($56,200).

The Company’s sludge processing agreement with Altamonte Springs, which was its largest customer in 2014, it’s second largest in 2015 and its largest in both the first quarter and year to date 2016 revenue, was not renewed effective April 2016 and therefore did not contribute any revenue during the second quarter. The Company’s failure to renew that agreement had a material adverse effect on its business, financial conditions and results of operations. Beginning in March 2014, the Company’s operations in Florida were voluntarily delayed for a short time while the Company moved assets and personnel to a new site in Bradley, Florida. While operations subsequently resumed, this reduction in revenue has materially reduced available cash to fund current or prior expenses incurred, remained at this lower level and then further decreased over subsequent periods to date. Total revenue for the second quarter of 2016 was approximately $51,000, an 84% decrease from the same period in 2015 and a 74% decrease from the first quarter of 2016.

Note 9.

Basic and diluted loss per share

Basic and diluted loss per share is computed using the treasury stock method for outstanding stock options and warrants. For both the six months and three months ended June 30, 2016 and 2015 the Company incurred a net loss. Accordingly, no stock options or warrants have been included in the computation of diluted loss per share as the impact would be anti-dilutive.

Note 10.

Common Stock

In October 2012, the Company issued 300,000 shares of common stock and granted 150,000 stock warrants to Strategic Asset Management, Inc., to extend the period through December 2015 of services performed in connection with a December 2010 Financial Public Relations Agreement. To reflect the entire value of the stock and warrants issued, the Company recorded a non-cash charge to earnings of $421,300 ratably from 2013 to 2015. For the six months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $125,200, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $91,100, respectively.

In September 2014, the Company executed a Financial Public Relations Agreement with Dynasty Wealth, Inc., for a one year term. For its services, the Company issued Dynasty Wealth 350,000 warrants to purchase the Company's unregistered common stock at an exercise price of $1.50 per share, and $10,000 per month, to be paid in either cash or shares of the Company’s unregistered common stock at the Company’s discretion. To reflect the entire value of the warrants issued, the Company recorded a non-cash charge to earnings of $460,700 ratably through September 14, 2015, the ending date of the agreement. For the six months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $290,400, respectively, of which the non-cash portion of the agreement was approximately $-0- and $230,400, respectively. For the three months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $145,200, respectively, of which the non-cash portion of the agreement was approximately $-0- and $115,200, respectively. In the third quarter of 2015, the Company notified Dynasty that it was not renewing its contract.

In November 2014, the Company executed a Public Relations Agreement with Global IR Group, Inc., for a one year term. For its services, the Company issued Global IR 100,000 shares of the Company’s unregistered common stock. To reflect the entire value of the stock issued, the Company was recording a non-cash charge to

earnings of $165,000 ratably through November 2015, the original ending date of the agreement. For the six months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $146,200, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $105,000, respectively. In the third quarter of 2015, the Company notified Global IR that it was not renewing its contract.

In July 2015, the Company executed a Public Relations Agreement with Financial Genetics, LLC, for a one year term. For its services, the Company issued Financial Genetics 100,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $100,000 ratably through July 2016, the ending date of the agreement. For the six months ended June 30, 2016 and 2015, the charge to earnings was $50,000 and $-0-, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was $25,000 and $-0-, respectively.

In late March 2016, the Company executed a two week preliminary public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 50,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $43,000 ratably between March and April 2016, the ending date of the agreement. For the six months ended June 30, 2016 and 2015, the charge to earnings was $43,000 and $-0-, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was $9,214 and $-0-, respectively.

In March 2016, the Company issued a total of 4,652 shares of unregistered common stock, valued at a total of $4,000, to four independent directors in lieu of cash owed for a board meeting attended. To reflect the value of the stock issued, the Company recorded a charge to earnings totaling $4,000 in the first quarter of 2016.

In April 2016, the Company entered into a share purchase agreement with a Purchaser pursuant to which the Company sold 100,000 shares of its common stock (the “Shares”) to the Purchaser for a total of $100,000, or a purchase price of $1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.

In June 2016, the Company executed a four month financial and investor relations agreement with Triumph Investor Relations, Inc., (“Triumph”). For the services rendered the Company issued Triumph 75,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $72,750 ratably between June and September 2016, the ending date of the agreement. For the three months ended June 30, 2016 and 2015, the charge to earnings was $18,188 and $-0-, respectively.

In late June 2016, the Company executed a three month public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 325,000 shares of the Company’s unregistered common stock, and $91,667 per month, to be paid in either cash or shares of the Company’s unregistered common stock, with the type of payment to be agreed upon between M&T and the Company. To reflect the entire value of the Agreement, the Company is recording a charge to earnings of $567,500 ratably between June and September 2016, the ending date of the agreement, with the non-cash portion of the agreement valued at $292,500. For the both the six months and three months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was $18,705 and $-0-, respectively, of which the non-cash portion of the agreement was $9,538 and $-0-, respectively.

In all of the issuances contained in this Note 10, the value of stock issued was determined based on the trading price of the shares on the commitment date of the agreement and any warrants issued were valued using the Black Scholes valuation model as of the commitment date – for more details see Note 12.

Note 11.

Stock Options

The Company records share-based compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected option term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.

The following assumptions were used to estimate the fair value of options granted:


	Six Months Ended June 30,
	2016	2015
Expected dividend yield	0.0%	0.0%
Weighted average volatility	282.3%	288.1%
Risk free interest rate	1.3 – 1.4%	1.9%
Expected term (in years)	7	7

The Company has a stock option plan approved in July 2010 (the “2010 Plan”), for directors and key employees under which 5,000,000 shares of common stock may be issued. Non-director stock option agreements, unless otherwise stated in the agreement, are 20% vested on the date of grant, with the balance vesting 20% per year over the next four years. The Company grants stock options to its independent directors as compensation for services performed, currently for board and committee meetings attended. All director options granted are for a period of ten years from the date of issuance and vest six (6) months from the issuance date. The Company granted a total of 36,000 new stock options to directors with exercise prices ranging from $0.77 to $0.92 per share during the six months ended June 30, 2016. Total compensation expense was $30,100 and $67,300 for the six months ended June 30, 2016 and 2015, respectively, and $14,300 and $21,500 for the three months ended June 30, 2016 and 2015, respectively. Approximately 1,079,000 options are outstanding as of June 30, 2016.

Note 12.

Stock Warrants

The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

The following assumptions were used to estimate the fair value of stock warrants issued:


	Six Months Ended June 30,
	2016	2015
Expected dividend yield	0.0%	0.0%
Weighted average volatility	282.3%	288.1%
Risk free interest rate	1.3 – 1.4%	1.9%
Expected term (in years)	7	7

In April 2016, the Company issued 50,000 warrants in connection with a share purchase agreement for the sale of 100,000 shares of the Company’s stock. More details can be found in Note 10, Common Stock.

In June 2016, the Company issued a total of 476,000 warrants to two parties in connection with the debt financing with JMJ Financial. More details can be found in Note 3, Notes Payable.

Approximately 3,210,000 warrants are eligible for exercise at a weighted average exercise price of $1.04 per warrant, as of June 30, 2016.

Note 13.

Income Tax

For both the six and three months ended June 30, 2016 and 2015, we are fully reserving our deferred tax asset value to zero as we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses. Accordingly, our effective tax rate for each period was zero.

Note 14.

Gain on extinguishment of liabilities

The Gain on extinguishment of liabilities of $107,870 in the Condensed Consolidated Statements of Operations for both the six and three months ended June 30, 2016 was from the settlement of a liability due the County of Volusia, Florida (the “County”), the Company’s landlord before relocating to its present location in Bradley, Florida, which was approved by the County in April 2016. For a full and total release of its legal and financial obligations to the County, it agreed to a total payment of $25,000 to be paid in five (5) installments of $5,000 from May through September 2016. The Company is at present current in its payment obligation to the County.

Note 15.

Supplemental Disclosure of Cash Flows Information

The cash paid for interest during the six months ended June 30, 2016 and 2015 was $107,509 and $61,471, respectively.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $292,500 as part of a consulting contract.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $72,750 as part of a consulting contract.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $43,000 as part of a consulting contract.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $15,000 as part of a convertible debt agreement.

During the six months ended June 30, 2015, the Company issued common stock with a fair value of $91,260 as part of a conversion of debentures.

During the six months ended June 30, 2015, the Company issued common stock with a fair value of $54,107 for the payment of accrued rent.

Note 16.

Subsequent Events

In July 2016, the Company issued a total of 3,192 shares of unregistered common stock, valued at a total of $3,000, to three independent directors in lieu of cash owed for a board meeting attended, and the Company expects to record a charge to earnings totaling $3,000 in the third quarter of 2016.

On July 25, 2016, the Company filed an S-1 Registration Statement with the Securities and Exchange Commission. See Note 3 Notes Payable for further details on the Form S-1 Registration Statement filed subsequent to and in conjunction with the convertible debt agreement with JMJ Financial executed in June 2016.

In late July and August 2016, JMJ Financial was issued a total of 70,000 registered shares of stock to convert $27,915 of debt the Company owed JMJ, per their January 2016 convertible debt agreement with the Company. See Note 3 Notes Payable for further details of this agreement.

In August 2016, the Company executed a twelve month financial, investor and public relations consulting agreement with Wilson Nixon (“Nixon”). For the services rendered the Company issued Nixon 200,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company expects to record a non-cash charge to earnings of $150,000 ratably between August 2016 and July 2017, the ending date of the agreement.

2,156,000 Shares

N-VIRO INTERNATIONAL CORPORATION

Common Stock

October ____, 2016

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13.

Other expenses of issuance and distribution.

The following table sets forth the various expenses to be incurred in connection with the sale and distribution of our common stock being registered hereby, all of which will be borne by us (except any commissions and expenses incurred for brokerage, accounting, tax or legal services or any other expenses incurred by the selling securityholders in disposing of the shares). All amounts shown are estimates except the SEC registration fee and the FINRA filing fee.


Legal fees	$	22,500
Accounting fees and expenses		10,000	*
Filing fees and Miscellaneous fees and expenses		467	*

Total	$	32,967	*

________________

*Estimated

Item 14.

Indemnification of Directors and Officers.

The Registrant’s restated certificate of incorporation contains provisions that eliminate, to the maximum extent permitted by the General Corporation Law of the State of Delaware, the personal liability of the Registrant’s directors and executive officers for monetary damages for breach of their fiduciary duties as directors or officers. The Registrant’s certificate of incorporation and bylaws provide that the Registrant must indemnify its directors and executive officers and may indemnify its employees and other agents to the fullest extent permitted by the General Corporation Law of the State of Delaware.

Sections 145 and 102(b)(7) of the General Corporation Law of the State of Delaware provide that a corporation may indemnify any person made a party to an action by reason of the fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of a corporation against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation. Our restated certificate of incorporation, our by-laws and agreements with officers and directors also provide for indemnification of our officers and directors to the fullest extent permitted by applicable law.

The Registrant has purchased and intends to maintain insurance on behalf of each and any person who is or was a director or officer of the Registrant against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

Item 15.

Recent sales of unregistered securities.

During the last three years, we sold the following unregistered securities:

During 2014, we entered into share purchase agreements with a total of sixteen Purchasers pursuant to which we sold 604,650 shares of our common stock (the “Shares”) to the Purchasers for a total of $604,650, or a weighted average purchase price of $1.00 per share, to provide operating capital. All but 91,500 shares were restricted and have limited “piggy-back” registration rights in connection with certain of our registration statement filings under the Securities Act of 1933 as amended (the “Securities Act”). We sold 91,500 shares held in our

treasury, but the shares were not issued until early 2015. All of the transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The details of these purchase agreements are as follows:


Date	Purchaser	# of Shares		Price/share
June 2014	Dale Broadrick	100,000		$1.00
June 2014	Jazreel Lee	50,000		$1.00
July 2014	James Ruth Revocable Trust	25,000		$1.00
July 2014	Daniel Wrana	25,000		$1.00
August 2014	Jonathan Jewett	25,500		$1.00
August 2014	Legal Funding Group	25,000		$1.00
September 2014	Devon Seeley Bus Trust	25,000		$1.00
November 2014	H. George Levy	50,000	*	$1.00
November 2014	James Ruth Revocable Trust	20,000		$1.00
November 2014	William Goatley Revocable Trust	10,000		$1.00
November 2014	Dale Broadrick	26,150		$1.00
November 2014	William Dillon	20,000		$1.00
November 2014	Devon Seeley Bus Trust	25,000		$1.00
November 2014	Michael Bloch	41,500	*	$1.00
November 2014	Paul Braunger	40,000		$1.00
November 2014	David Eichholz	12,000		$1.00
December 2014	Jonathan Jewett	10,000		$1.00
December 2014	Tahiti Black Pearl	20,000		$1.00
December 2014	Keith Flippo	15,000		$1.00
December 2014	Legal Funding Group, LLC	32,000		$1.00
December 2014	Louis Lesemann	7,500		$1.00

shares issued were issued out of treasury and unrestricted.

During the first six months of 2015, we entered into share purchase agreements with a total of fourteen Purchasers pursuant to which we sold 510,000 shares of our common stock (the “Shares”) to the Purchasers for a total of $535,000, or a weighted average purchase price of $1.05 per share, to provide operating capital. All but 30,000 shares were restricted and have limited “piggy-back” registration rights in connection with certain of our registration statement filings under the Securities Act of 1933 as amended (the “Securities Act”). We issued 121,500 shares in 2015 held in our treasury, 91,500 of these were sold under agreements dated in late 2014. All of the transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The details of these purchase agreements are as follows:


Date	Purchaser	# of Shares		Price/share
February 2015	Blake Bendett	100,000		$1.00
February 2015	William Rabetz	10,000		$1.00
February 2015	Ronald Liebmann	10,000		$1.00
February 2015	Peter Gold	30,000		$1.00
February 2015	Ralph Hoffman	85,000	*	$1.00
March 2015	Nick Horniman	10,000		$1.00
March 2015	David Cherry	10,000		$1.00
March 2015	Philip Kearns	5,000		$1.00
March 2015	Paul Stephens	10,000		$1.00
March 2015	George Pick	5,000		$1.00
March 2015	Peter Gold	20,000		$1.00
March 2015	Dale Broadrick	100,000		$1.00
April 2015	Ulfar Haraldsson	5,000		$1.00
April 2015	James + Helen Picou Revocable Trust	10,000		$1.00
June 2015	Avatar Investments, LLC	100,000		$1.25

30,000 of these shares were issued out of treasury and unrestricted.

In March and April 2015, two of our debenture holders converted a total of $91,260 in debt including accrued interest to 45,630 restricted shares of our common stock. Both of the transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering

In October 2015, we entered into share purchase agreements with a total of four Purchasers pursuant to which we sold a total of 56,000 shares of our common stock (the “Shares”) to the Purchasers for a total of $70,000, or a purchase price of $1.25 per share, and a total of 28,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All Shares were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). All of the transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The details of these purchase agreements are as follows:


Purchaser	# of Shares	Price/share	# of Warrants	Price/warrant
Bernard Kiesel	8,000	$1.25	4,000	$1.50
Newton Graziano	4,000	$1.25	2,000	$1.50
Janine Graziano	4,000	$1.25	2,000	$1.50
Thomas Flanigan	40,000	$1.25	20,000	$1.50

In December 2015, we entered into an agreement with JSJ Investments, Inc. (“JSJ”) to issue a convertible promissory note (“JSJ Note”) to us for $125,000 in cash, less $10,000 in fees paid in debt issuance costs to a third party. The JSJ Note is for a term of nine (9) month, an interest rate of 10%, and a $4,000 original issue discount fee on actual payments made. JSJ can elect to convert all or part of the debt into restricted shares of our common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. We are also required to reserve 1,250,000 authorized but unissued shares of our common stock, per an irrevocable letter to our transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.

In January 2016, we entered into an agreement with JMJ Financial (“JMJ”), to issue a Convertible Promissory Note (“JMJ Note”) to us for $500,000, with an initial loan of $100,000 in cash, less $6,950 in debt issuance costs paid to Craft Capital Management, LLC (“Craft”). Craft also received 4,000 stock warrants, valued at $3,000, to purchase our common stock at an exercise price of $1.00 per share. The JMJ Note is for a term of two (2) years, an interest rate of 12% if not paid within the first 90 days, and a 10% original issue discount fee on actual payments made. After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of our common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. We were also required to reserve 2,500,000 authorized but unissued shares of our common stock, per an irrevocable Letter of Instructions to our transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.

In March 2016, we entered into an agreement with Tangiers Investment Group, LLC (“Tangiers”), to issue a 10% Convertible Promissory Note (“Tangiers Note”) to us for $58,500 in cash, less $8,500 in original issue discount retained by Tangiers for due diligence and legal expenses. The Tangiers Note is for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the March 2016 effective date. At any time Tangiers can elect to convert all or part of the debt into restricted shares of our common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. We were also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to our transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.

In April 2016, we entered into a share purchase agreement with Woodrow Young, pursuant to which we sold 100,000 shares of our common stock (the “Shares”) to Mr. Young for a total of $100,000, or a purchase price of

$1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.

In June 2016, we entered into an agreement with JMJ Financial to issue a convertible promissory note to JMJ in the principal amount of $585,000 in exchange for $525,000 in cash, less $31,500 in debt issuance costs paid to Craft Capital Management LLC. Craft also received warrants to purchase 21,000 shares, valued at $21,000, to purchase common stock at a purchase price of $1.00 per share. This note is due and payable on June 13, 2017. The note is convertible at the lesser of $0.90 or 75% of the lowest trade price in the 25 trading days previous to the conversion date. See “Risk Factors” regarding the potential of additional cumulative 15% discount which may become applicable. The note is convertible at the sole option of JMJ. A one-time interest charge of 10% was applied to the principal sum. We have the right to repay up to 98% of the note after the effective date of the note in an amount equal to 120% of the sum of the principal sum being repaid plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum or, alternatively, at any time on or before 180 days after the issuance date of the note to pay an amount equal to 140% of the sum of the principal sum being repaid, plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due of such principal sum. After 180 days after the issuance date of the note, we may not prepay the note prior to the maturity date without the approval of JMJ. JMJ has the right in its sole discretion to require us to repurchase the note from JMJ at any time after the issuance date in an amount equal to 125% of the sum of the principal sum plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum. We are required to reserve 8,000,000 shares of common stock for potential conversion of the note. We also agreed to file an S-1 Registration Statement to register the resale of the shares of common stock issuable upon conversion of the note as well as the resale of 455,000 warrants issued to JMJ in connection with this transaction. The Registration Statement is required to include 5,000,000 shares of common stock for potential resale of the securities issuable upon conversion of the note and exercise of the warrants. The Registration Rights Agreement provides for a $50,000 penalty in the event the S-1 Registration Statement is not filed with the SEC on or before August 1, 2016 and a $25,000 penalty if the Registration Statement is not declared effective within 90 days of June 13, 2016. Exemption from registration is claimed under Section 4(2) of the Securities Act as transaction by an issuer not involving a public offering.

From July through September 2016, JMJ Financial was issued a total of 155,000 registered shares of our common stock to convert $46,785 of debt we owed JMJ, in accordance with the January 2016 convertible debt agreement. Exemption from registration is claimed under section 3(a)(9) of the Securities Act as a transaction involving an exchange of securities of the same issuer where no commissions are being paid.

Item 16.

Exhibits

Exhibit No.

Description

3.1

Second Amendment and Restated Certificate of Incorporation (incorporated by reference to Form 10-Q for the quarter ended June 30, 2008).

3.2

Third Amended and Restated Certificate of Incorporation (incorporated by reference to Appendix B of the Form DEF 14A filed June 23, 2010).

3.3

Seconded Amended and Restated By-Laws (incorporated by reference to Form 10-Q for the quarter ended June 30, 2008).

5.1

Opinion of Morse & Morse, PLLC **

10.1

Employment Agreement, dated March 17, 2010 between Timothy R. Kasmoch and N-Viro International Corporation (incorporated by reference to Exhibit 10.1 to Form 8-K filed March 19, 2010).

10.2

Employment Agreement, dated March 17, 2010 between Robert W. Bohmer and N-Viro International Corporation (incorporated by reference to Exhibit 10.2 to Form 8-K filed March 19, 2010).

10.3

Employment Agreement, dated March 17, 2010 between James K. McHugh and N-Viro International Corporation (incorporated by reference to Exhibit 10.3 to Form 8-K filed March 19, 2010).

10.4

Amendment to employment agreement, dated May 16, 2013 between Timothy R. Kasmoch and N-Viro International Corporation (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 22, 2013).

10.5

Amendment to employment agreement, dated May 16, 2013 between Robert W. Bohmer and N-Viro International Corporation (incorporated by reference to Exhibit 10.2 to Form 8-K filed May 22, 2013).

10.6

Amendment to employment agreement, dated May 16, 2013 between James K. McHugh and N-Viro International Corporation (incorporated by reference to Exhibit 10.3 to Form 8-K filed May 22, 2013).

10.7

Employment Agreement, dated July 17, 2016 between Timothy R. Kasmoch and N-Viro International Corporation. **

10.8

Employment Agreement, dated July 17, 2016 between Robert W. Bohmer and N-Viro International Corporation. **

10.9

Employment Agreement, dated July 17, 2016 between James K. McHugh and N-Viro International Corporation. **

10.10

The N-Viro International Corporation 2004 Stock Option Plan (incorporated by reference to Form S-8 filed December 20, 2004).*

10.11

The N-Viro International Corporation Amended and Restated 2004 Stock Option Plan (incorporated by reference to the Proxy Statement on Schedule 14A filed May 14, 2008).*

10.12

The N-Viro International Corporation Second Amended and Restated 2004 Stock Option Plan (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed July 13, 2009).*

10.13

The N-Viro International Corporation 2010 Stock Option Plan (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed June 23, 2010).*

10.14

Convertible Promissory Note between N-Viro International Corporation and JMJ Financial executed June 13, 2016. **

10.15

Common Stock Purchase Warrant issued to N-Viro International Corporation dated June 13 2016.**

10.16

Registration Rights Agreement dated June 13, 2016 between N-Viro International Corporation and JMJ Financial.**

10.17

Securities Purchase Agreement dated June 13, 2016 between N-Viro International Corporation and JMJ Financial. **

10.18

Convertible Promissory Note between N-Viro International Corporation and JMJ Financial issued in January 2016.**

10.19

Convertible Promissory Note between N-Viro International Corporation and Tangiers Investment Group, LLC executed March 4, 2016.**

10.20

Business Property Lease between N-Viro International Corporation and Deerpoint Development Co., Ltd. dated March 25, 2011.**

10.21

Commercial Lease Agreement between Mulberry Processing, LLC and Bowling Green Holdings, LLC dated June 1, 2014.**

10.22

Joint Development/Limited Agency Agreement between N-Viro International Corporation and Hong Heng Energy (HK) Co., Ltd dated October 29, 2012.**

10.23

Agency Agreement between N-Viro International Corporation and CRM Military & Civilian Technologies (1995) Ltd., dated September 27, 2001.**

10.24

Share Purchase Agreement between N-Viro International Corporation and Woodrow Young dated April 6, 2016.**

10.25

Convertible Promissory Note between N-Viro International Corporation and Tangiers Global, LLC executed April 25, 2016.**

14.1

Code of Ethics of the Company #.

21.1

List of subsidiaries of the Company. #

23.1

Consent of UHY LLP. **

23.2

Consent of Morse & Morse, PLLC. (See Exhibit 5.1)

101.INS

XBRL Instance Document **

101.SCH

XBRL Taxonomy Extension Schema **

101.CAL

XBRL Taxonomy Extension Calculation Linkbase **

101.LAB

XBRL Taxonomy Extension Label Linkbase **

101.PRE

XBRL Taxonomy Extension Presentation Linkbase **

101.DEF

XBRL Taxonomy Definition Linkbase Document **

______________

# Included in Form 10-K filed electronically with the Securities and Exchange Commission.

*Indicates a management contract or compensatory plan or arrangement.

** Filed herewith.

Item 17.

Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) For determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that the registrant meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toledo, Ohio, on this 24^thday of October, 2016.

N-VIRO INTERNATIONAL CORPORATION

Dated: October 24, 2016

By: /s/ Timothy R. Kasmoch

Timothy R. Kasmoch, Chief Executive Officer, President

Chairman of the Board (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Timothy R. Kasmoch	Chief Executive Officer,	October 21, 2016
Timothy R. Kasmoch	President, Chairman of the Board, Class II Director (Principal Executive Officer)

/s/ James K. McHugh	Chief Financial Officer,	October 20, 2016
James K. McHugh	Secretary, Treasurer (Principal Financial Officer and Principal Accounting Officer)

/s/ Mark D. Hagans	Class I Director	October 21, 2016
Mark D. Hagans

/s/ Michael P. Burton-Prateley	Class I Director	October 21, 2016
Michael P. Burton-Prateley

/s/ Martin S. Jaskel	Class II Director	October 20, 2016
Martin S. Jaskel

/s/ Gene K. Richard	Class II Director	October 20, 2016
Gene K. Richard

EX-5.1 3 nvics1a2016923_ex5z1.htm EXHIBIT 5.1 - MORSE + MORSE CONSENT Exhibit 5.1 - Morse + Morse consent

Exhibit 5.1

Morse & Morse, PLLC

1400 Old Country Rd., Suite 302

Westbury, NY 11590

Tel: 516-487-1446

Robert Bohmer, Vice President

N-Viro International Corporation

2254 Centennial Road

Toledo, OH 43617

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel to N-Viro International Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of 2,156,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) to be resold in accordance with the Registration Statement.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined and relied upon the originals or copies of such documents, corporate records, and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the following: (a) the articles of incorporation of the Company; (b) the bylaws of the Company; (c) the Agreement; and (d) the Registration Statement, including all exhibits thereto.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents, and the accuracy and completeness of the corporate records made available to us by the Company. As to any facts material to the opinions expressed below, with your permission we have relied solely upon, without independent verification or investigation of the accuracy or completeness thereof, any certificates and oral or written statements and other information of or from public officials, officers or other representatives of the Company and others.

Based upon the foregoing, and in reliance thereon, we are of the opinion that of the 2,156,000 Shares, 156,000 Shares are validly issued, fully paid and non-assessable Shares and we are of the opinion that the 2,000,000 Shares that are issuable upon the exercise or conversion of outstanding Warrants/debentures have been duly authorized, and when issued and sold pursuant to the terms described in the Registration Statement, will be legally issued, fully paid and non-assessable.

The opinion expressed herein is limited to the laws of the State of Delaware, all applicable provisions of the statutory provisions, and reported judicial decisions interpreting those laws. This opinion is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of this firm under the caption “Legal Matters” in the prospectus which is made part of the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

MORSE & MORSE, PLLC

/s/ Morse & Morse, PLLC

EX-10.7 4 nvics1a2016923_ex10z7.htm EXHIBIT 10.7 - TRK EMPLOY AGREE Exhibit 10.7 - TRK Employ Agree

Exhibit 10.7

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Employment Agreement” or “Agreement”) is made and entered into as of the 17th day of July, 2016 (the “Execution Date”), by and between N-Viro International Corporation, a Delaware corporation (the “Company”), and Timothy R. Kasmoch, an individual (“Employee”).

W I T N E S S E T H:

WHEREAS, the Company owns and licenses the N-Viro Process (such activities, together with all other activities of the Company, as conducted at or prior to the termination of this Employment Agreement, and any future activities reasonably related thereto that are contemplated by the Company at the termination of this Employment Agreement identified in writing by the Company to Employee at the date of such termination, are hereinafter collectively referred to as the “Business Activities”);

WHEREAS, the Company and Employee have agreed that Employee shall perform the duties of President and Chief Executive Officer subject to the terms and conditions set forth in this Employment Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

Section 1.

Employment. During the Employment Period (as hereinafter defined), the Company shall employ Employee, and Employee shall accept employment with the Company, all upon the terms and subject to the conditions set forth in this Employment Agreement.

Section 2.

Capacity and Duties. Employee shall be employed in the capacity of President and Chief Executive Officer of the Company and shall have such other duties, responsibilities and authorities as are assigned to him by the Board of Directors of the Company (the “Board”) so long as such additional duties, responsibilities and authorities are consistent with Employee's position and level of authority as President and Chief Executive Officer of the Company. Employee shall report directly to the Board of the Company. Subject to the control and general directions of the Board and except as otherwise herein provided, Employee shall devote all necessary business time, best efforts and attention to promote and advance the business of the Company and its subsidiaries and affiliates and to perform diligently and faithfully all the duties, responsibilities and obligations of Employee to be performed by him under this Employment Agreement. Employee's duties shall include the ongoing management and oversight of the general business affairs and operations of the Company and its subsidiaries and affiliates and shall include, but not be limited to, routine operations, matters relating to research and development, technical direction, national and international development and/or licensing, national policy and governmental relations including those relating to water and the environment. So long as Employee is employed by the Company, the Company shall use its best efforts to cause the Nominating Committee of the Board or the Board to nominate Employee for reelection as a director of the Company upon expiration of his current term as a director of the Company and, if so nominated, Employee shall consent to serve as a director if elected. It is expressly understood that Employee also is and/or may become engaged in other limited business activities not involving the Company. Any such independent activity shall be disclosed to the Audit Committee of the Company’s Board in advance, and any such other business activities shall not unreasonably interfere with Employee's performance of his obligations under this Employment Agreement.

Section 3.

Term of Employment. The term of employment of Employee by the Company pursuant to this Employment Agreement, which supersedes any prior agreement between Company and Employee, shall be for the period (the "Employment Period") commencing on July 17, 2016 (the “Commencement Date”) and ending on July 16, 2019 or later date that Employee's employment is extended in accordance with the provisions of this Employment Agreement (the “Termination Date”). So long as Employee is in full compliance with all of the terms and conditions of this Employment Agreement, Employee is not in default under or in breach of any of the covenants, agreements, representations or warranties set forth in this Employment Agreement and neither Employee nor the Company has delivered a Notice of Termination (as hereinafter defined) to the other at least ninety (90) days prior to expiration of the then-current Employment Period that the Employment Period shall not be extended, then this Employment Agreement and the Employment Period shall automatically be extended for additional successive one (1) year periods.

Section 4.

Place of Employment. Employee's principal place of work shall be deemed to be at such locations as may be agreed between the partied; provided, however, that the Board may not require that Employee permanently relocate to a place that is more than 30 miles from the executive offices of the Company or any such other place as agreed between the parties. The Company and Employee acknowledge that Employee's principal place of work is consistent with the extensive national and international business travel which may be required of Employee in connection with the performance of his duties, responsibilities and authorities under this Agreement.

Section 5.

Compensation. During the Employment Period, subject to all the terms and conditions of this Employment Agreement and, except as otherwise provided in Sections 9 or 10, as the case may be, as compensation for all services to be rendered by Employee under this Employment Agreement, the Company shall pay to or provide Employee with the following:

5.01

Base Salary. The Company shall pay to Employee a base annual salary (the “Base Salary”) at the rate of at least One Hundred Fifty Thousand Dollars ($150,000) per year, payable at such intervals (at least monthly) as salaries are paid generally to other executive officers of the Company. At least once each year on or before each January 1 during the Employment Period, Employee's Base Salary shall be reviewed by the Board and, at the discretion of the Board, may be increased to an amount determined in good faith based upon a complete review of Employee's performance under this Employment Agreement during the prior year and the growth and profitability of the Company and Employee’s contributions thereto, which review shall be communicated in writing to Employee.

5.02

Cash Bonus. At the sole and exclusive discretion of the Board, the Company may pay to Employee an annual cash bonus (the “Cash Bonus”) in an amount determined in good faith by the Board based upon a complete review of Employee's performance under this Employment Agreement during the current calendar year and the growth and profitability of the Company and Employee's contribution thereto. Any Cash Bonus payable to Employee pursuant to this Section 5.02 shall be payable, if at all, on or before January 31, of each year during the Employment Period immediately following the prior calendar year then ended, based upon Employee’s performance for the immediate prior calendar year.

5.03

Option Grant. The Company hereby grants to the Employee ten-year stock options to purchase One Hundred Thousand (100,000) shares of its common stock on each of the Execution Date and each successive anniversary of this Employment Agreement in 2017 and 2018, and are exercisable immediately on each Grant Date. The exercise price of these options shall be the “fair market value” as defined in the N-Viro International Corporation 2010 Stock Option Plan (the “2010 Option Plan”) for the options to purchase shares, and are intended to be Incentive Stock Options or “ISOs” as further defined by the 2010 Option Plan. Such options are being granted under, and are otherwise subject to the terms and conditions of the 2010 Option Plan. The Employee acknowledges that the Company has delivered a copy of the 2010 Option Plan to him.

5.04

Vehicle Allowance. Employer shall pay to Employee a monthly vehicle allowance, in lieu of reimbursement for miles driven or for fuel purchases, a total of Eight Hundred Fifty Dollars ($850.00) monthly. Employer shall include as income on Employee’s Form W-2 any amounts required by IRS regulations.

Section 6.

Adherence to Standards. Employee shall institute and comply with the written policies, standards, rules and regulations of the Company from time to time established for all executive officers of the Company.

Section 7.

Review of Performance. The Board may periodically review and evaluate the performance of Employee under this Employment Agreement with Employee.

Section 8.

Expenses. The Company shall reimburse Employee for all reasonable, ordinary and necessary expenses (including, but not limited to, automobile and other business travel and customer entertainment expenses) incurred by him in connection with his employment hereunder; provided, however, Employee shall render to the Company a complete and accurate accounting of all such expenses in accordance with the substantiation requirements of Section 274 of the Internal Revenue Code of 1986, as amended (the “Code”), as a condition precedent to

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such reimbursement. Employee will also follow all established guidelines relating to reimbursement of expenses as may be promulgated by the Board. Subject to the terms below, Employer may provide reimbursement for housing rental for Employee’s temporary accommodations in Florida. Employee shall provide the actual rental cost of such temporary rental housing for reimbursement on his expense reports provided to the Company for approval after paying such amounts personally. Company’s Compensation Committee shall review every six (6) months whether it is in the Company’s best interest to continue the reimbursement for temporary housing. Company, if required to do so by IRS regulations, may report amounts that are treated as income on Employee’s Form W-2.

Section 9.

Termination with Cause by the Company. This Employment Agreement may be terminated with Cause (as hereinafter defined) by the Company provided that the Company shall (i) give Employee the Notice of Termination and (ii) pay Employee his annual base salary through the Termination Date at the rate in effect at the time the Notice of Termination is given plus any bonus or incentive compensation which have been earned or have become payable pursuant to the terms of this Employment Agreement or any compensation or benefit plan as of the Termination Date, but which have not yet been paid. In addition, Employee shall have the right to exercise all options that have vested through and including the Termination Date.

Section 10.

Termination without Cause by the Company or by Employee. This Employment Agreement may be terminated by (i) the Company by reason of the death or Disability (as hereinafter defined) of Employee, (ii) the Company by giving Employee the Notice of Termination, (iii) Employee after giving the Company the Notice of Termination at least thirty (30) days prior to such termination. In the event of termination of this Employment Agreement under this Section 10 by Employee, the Company shall pay Employee his Base Salary through the Termination Date at the rate in effect at the time the Notice of Termination is given plus any bonus or incentive compensation which are due or have become payable pursuant to the terms of this Employment Agreement or any compensation or benefit plan as of the Termination Date, but which have not yet been paid. In addition, Employee shall have the right to exercise all options that have vested through and including the Termination Date. In the event of termination of this Employment Agreement under this Section 10 by the Company (other than by reason of the death or Disability of Employee) and such termination is on or prior to the Termination Date that would be in effect if such employment had not been terminated under this Section 10, the Company shall pay to Employee, in addition to the other benefits specifically provided for in this Section, his Base Salary for the period between the Termination Date and the natural expiration of this Employment Agreement or the expiration of any extension period thereof in effect as of the Termination Date. In addition, Employee shall have the right to exercise all options that have vested through and including the Termination Date. This Section 10 shall not be interpreted so as to limit any benefits to which Employee, as a terminated employee of the Company, or his family may be entitled under the Company's life insurance, medical, hospitalization or disability plans following the Termination Date or under applicable law.

Section 10A.

Termination with Cause by Employee. Employee may elect, by written Notice of Termination to the Company, said Notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if:

(1)

The Company sells all or substantially all of its assets;

(2)

The Company merges or consolidates with, or undergoes a share exchange or other form of recapitalization with another business entity in a transaction immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity is the Company);

(3)

More than Fifty (50%) percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither Employee nor the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof;

(4)

The Company assigns to Employee duties which would require him, as a practical matter, to permanently relocate to a place that is more than 100 miles from the executive offices and/or a location agreed as Employee’s principal place of business;

(5)

The Employee is removed as a member of the Board of Directors and other than by vote of the Company’s stockholders at an annual or special meeting of such stockholders; or

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(6)

The Company shall have engaged in a material breach of this Agreement which for this purpose is defined as the occurrence of one or more of the following events without Employee’s prior written consent:

(i) Employee is otherwise removed from the position(s) provided for in this Agreement, for any reason other than the legal termination of his employment;

(ii) Employee is assigned any duties or responsibilities that are inconsistent, in any significant respect, with the scope of duties and responsibilities associated with Employee’s position;

(iii) Employee suffers a reduction in the authority, duties or responsibilities associated with his position, on the basis of which he makes a determination in good faith that he can no longer carry out such position in the manner contemplated at the time this Agreement was entered into;

(iv) Employee’s Base Salary is decreased by the Company without Employee’s agreement, or his benefits or opportunities under any employee benefit or incentive plan or program of the Company or any other material benefit specifically promised to Employee herein is or are materially reduced unless such benefit, plan, or program (but excluding Annual Base Salary) is reduced or eliminated for all eligible employees of the Company on an equal basis;

(v) the Company fails to pay Employee any payments under any bonus or incentive plans when such payments are due or issue shares to Employee upon his exercise of his options under the 2010 Option Plan;

(vi) the Company fails to reimburse Employee for business expenses in accordance with the Company’s policies, procedures or practices;

(vii) the Company fails to agree to or actually indemnify Employee for his actions and/or inactions, as either an employee, director or officer of the Company, to the fullest extent permitted by applicable law;

(viii) the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assignee of the Company to assume and perform this Agreement;

(ix) the Company’s breach or failure to perform any of the indemnification obligations described in Section 13 of this Agreement including the failure to reimburse Employee promptly for his expenses and the failure to maintain directors’ and officers’ liability insurance; or

(x) the Company purports to terminate the Employee’s employment for cause and such purported termination of employment is not effected in accordance with the procedures required by this Agreement, and for purposes of this Agreement, such purported termination of employment shall be invalid and of no force and effect.

If the Employee elects to terminate his employment hereunder pursuant to this Section 10A, (1) the Company shall continue to pay to Employee his base salary as provided in Section 5.01 hereof through the end of the Term or any extensions thereof; (2) the Company shall pay to Employee the Bonus specified in Section 5.02 hereof; (3) the Company shall continue to provide to Employee through the end of the Term the benefits provided at the Execution Date of this Employment Agreement as amended or supplemented by the Board through the date of termination; and (4) all of the options granted to Employee under Section 5.03 hereof to purchase shares of the common stock of the Company shall vest immediately; provided that Company may issue said shares on a schedule as required to comply with the maximum issuance limits in the 2010 Option Plan.

(7) No Mitigation. In the event of the termination of this Agreement and further payment from the Company is required hereunder, the Employee shall not be required to seek other employment in order to mitigate his damages hereunder, and Company shall not be permitted any offset for any earnings made in any subsequent employment.

Section 11.

Definitions. In addition to the words and terms elsewhere defined in this Employment Agreement, certain capitalized words and terms used in this Employment Agreement shall have the meanings given to them by the definitions and descriptions in this Section 11 unless the context or use indicates another or different meaning or intent, and such definition shall be equally applicable to both the singular and plural forms of any of the capitalized words and terms herein defined. The following words and terms are defined terms under this Employment Agreement:

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11.01

“Disability” shall mean a physical or mental illness which, in the judgment of the Company after consultation with the licensed physician attending Employee, impairs Employee’s ability to substantially perform the essential functions of his duties under this Employment Agreement as an employee with or without reasonable accommodation and as a result of which he shall have been absent from his duties with the Company on a full-time basis for three (3) consecutive months.

11.02

A termination with “Cause” shall mean a termination of this Employment Agreement by reason of (a) a good faith determination by the Board that Employee (i) failed to substantially perform his duties with the Company (other than a failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance has been delivered to him by the Board, which demand specifically identifies the manner in which the Board believes he has not substantially performed his duties and Employee has failed to substantially perform as requested within a reasonable time, (ii) has engaged in conduct the consequences of which are materially adverse to the Company, monetarily or otherwise, (iii) is found guilty of fraud, dishonesty or other acts of gross misconduct or misfeasance in the performance of his duties under this Employment Agreement by a court of competent jurisdiction whose decision is final and non-appealable (provided, however, that Employee's Base Salary shall continue to be paid until such decision is final and non-appealable), (iv) is found to be under the influence of illegal drugs or other similar substance while performing his duties under this Employment Agreement or (v) is convicted of a felony (provided, however, that Employee's Base Salary shall continue to be paid until such conviction is final and non-appealable). No act, or failure to act, on Employee's part shall be grounds for termination with Cause unless he has acted or failed to act with an absence of good faith or without a reasonable belief that his action or failure to act was in or at least not opposed to the best interests of the Company. Not less than ten (10) business days before the Board’s consideration and adoption of a resolution determining that Employee engaged in conduct specified in the first sentence of this Section 11.02, Employee may, by written notice to the Board, cause the matter of the termination of his employment by the Company to be discussed at the next regularly scheduled meeting of the Board or at a special meeting of the Board. The Board shall give Employee sufficient written notice of its intention to schedule a meeting to discuss such termination so as to permit Employee time to prepare for said meeting. Employee shall be entitled to be present and to be represented by counsel at such meeting which shall be conducted according to a procedure deemed equitable by a majority of the directors present. If, at the conclusion of such meeting, it shall be determined by a majority of the entire membership of the Board (exclusive of Employee) that Employee engaged in conduct specified in the first sentence of Section 11.02, then the Board shall deliver the resolution specified in the next succeeding sentence. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated with Cause unless there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (exclusive of Employee) at a meeting of the Board called at least in part for that purpose finding that in the good faith opinion of the Board, Employee engaged in conduct in the manner or of the type set forth above in the first sentence of this Section 11.02 and specifying the particulars thereof in detail.

11.03

Notice of Termination. “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Employment Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under the provision so indicated; provided, however, no such purported termination shall be effective without such Notice of Termination; provided further, however, any purported termination by the Company or by Employee shall be communicated by a Notice of Termination to the other party hereto in accordance with Section 3 of this Employment Agreement.

Section 12.

Fees and Expenses. The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by Employee as a result of a contest or dispute over Employee's termination of employment if such contest or dispute is resolved in Employee's favor.

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Section 13.

Indemnification. (a) In addition to any rights of Employee under the Company’s certificate of incorporation and by-laws, any agreement, or any applicable State law, the Company hereby agrees to hold harmless and indemnify Employee:

(i) Against any and all expenses (including attorney’s fees and costs), judgments, fines and amounts paid in settlement actually and reasonable incurred by Employee in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in the name of Company) to which Employee is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Employee is, was or at any time becomes a director, officer, employee, consultant, or agent of the Company, or is or was serving or at any time serves at the request of the Company as a Director, officer, employee, consultant, partner, trustee or agent regardless of his subsequent title or position at another corporation, partnership, joint venture, trust or other enterprise;

(ii) Otherwise to the fullest extent as may be provided to Employee by the Company under the by-laws of the Company and Delaware General Corporation Law (“GCL”).

(b) No indemnity pursuant to this Section 13 shall be paid by Company under the following circumstances:

(i) In respect to remuneration paid to Employee if it shall be determined by a final judgment or other final adjudication which is non-appealable that such remuneration was in violation of law;

(ii) On account of conduct which is finally adjudged to have been willful misconduct by Employee; and

(iii) In a final decision by a Court having jurisdiction in the matter shall determine that such indemnification to Employee is not lawful, and such decision is non-appealable.

(c) All agreements and obligations of the Company contained herein shall continue during the period Employee is a director, employee, officer, consultant or agent of Company (or is or was serving at the request of the Company as a director, officer, employee, partner, consultant or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Employee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, or investigative, by reason of the fact that Employee was an officer or director of Company or serving in any other capacity referred to herein.

(d) The Company shall not be liable to indemnify Employee under this Employment Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall not settle any action or claim in any manner, which would impose any penalty or limitation on Employee without Employee’s written consent or contain as part of the settlement any statement, description or assertion of wrongdoing by Employee. Neither the Company nor Employee will unreasonably withhold their consent to any proposed settlement.

(e) The Company will pay all Employee fees, costs and expenses incurred under, or related to, Employee’s indemnification under this Section 13, including all legal and accounting bills, immediately upon the presentment of bills for such expenses. Employee agrees that Employee will reimburse Company for all reasonable expenses paid by Company in defending any civil or criminal action, suit or proceeding against Employee in the event and only to the extent that it shall be ultimately determined without right of further appeal that Employee is not entitled to be indemnified by Company for such expenses. This Agreement shall not affect any rights of Employee against Company, any insurer, or any other person to seek indemnification or contribution.

(f) If Company fails to pay any expenses (including without limiting the generality of the foregoing, legal fees and expenses incurred in defending any action, suit or proceeding), Employee shall be entitled to institute suit against Company to compel such payment and Company shall pay Employee all costs and legal fees incurred in enforcing such right to prompt payment.

(g) To the extent allowable under Delaware law, the burden of proof with respect to any proceeding or determination with respect to Employee’s entitlement to indemnification under this Employment Agreement shall be on Company.

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benefits of indemnification, then such other document or law shall prevail; it being the intention of the parties hereto to provide maximum indemnification to Employee. Otherwise, unless prohibited by law, any document or law which affords Employee with greater rights of indemnification by Company than do the provisions of this Employment Agreement shall have superiority over the provisions of this Employment Agreement.

(i) In support of its obligations hereunder, the Company agrees to maintain a director’s and officer’s liability and other insurance policies covering the Employee and further agrees that these policies shall be maintained both during and after the end of the Term of employment so as to provide as broad and as complete coverage as is reasonably available in relation both to the Employee’s position during the Term of Employment and to any claims arising thereafter but related to said Term of Employment.

Section 14.

Notices. For the purposes of this Employment Agreement, notices and all other communications provided for in the Employment Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, or by expedited (overnight) courier with established national reputation, shipping prepaid or billed to sender, in either case addressed to the respective addresses last given by each party to the other (provided that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company) or to such other address as either party may have furnished to the other in writing in accordance herewith. All notices and communication shall be deemed to have been received on the date of delivery thereof, on the third business day after the mailing thereof, or on the second day after deposit thereof with an expedited courier service, except that notice of change of address shall be effective only upon receipt.

Section 15.

Life Insurance. The Company may, at any time after the execution of this Employment Agreement, apply for and procure as owner and for its own benefit, life insurance on Employee, in such amounts and in such form or forms as the Company may determine. Employee shall, at the request of the Company, submit to such medical examinations, supply such information, and execute such documents as may be required by the insurance company or companies to whom the Company has applied for such insurance. Employee hereby represents that to his knowledge he is in good physical and mental condition and is not under the influence of illegal drugs or similar substance.

Section 16.

Proprietary Information and Inventions. Employee understands and acknowledges that:

16.01

Trust. Employee’s employment creates a relationship of confidence and trust between Employee and the Company with respect to certain information applicable to the business of the Company and its subsidiaries (collectively, the “Group”) or applicable to the business of any licensee, vendor or customer of any of the Group, which may be made known to Employee by the Group or by any licensee, vendor or customer of any of the Group or learned by Employee during the Employment Period.

16.02

Proprietary Information. The Group possesses and will continue to possess information that has been created, discovered, or developed by, or otherwise become known to, the Group (including, without limitation, information created, discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in which property rights have been or may be assigned or otherwise conveyed to the Group, which information has commercial value in the business in which the Group is engaged and is treated by the Group as confidential. Except as otherwise herein provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also include, but shall not be limited to, data, research, patents, inventions, discoveries, processes, procedures, formulae, proprietary technology, designs, marketing plans, strategies, forecasts, new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary Information” shall not include (i) information which is in the public domain, (ii) information which is published or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate was in Employee’s possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of the Group on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from a source other than any of the Group and which source, to the best of Employee’s knowledge, did not acquire the information on a confidential basis, (v) information

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belonging to other entities, or (vi) information required to be disclosed by any federal or state law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises.

All Proprietary Information shall be the sole property of the Group and their respective assigns. Employee assigns to the Company any rights Employee may have or acquire in such Proprietary Information. At all times, both during Employee's employment by the Company and after its termination, Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary Information without the written consent of the Group, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.

Section 17.

Inventions. Any and all inventions, conceptions, processes, discoveries, improvements, patent rights, letter patents, programs, copyrights, trademarks, trade names and applications therefore relating to technology used by the Company to treat and recycle wastewater sludge and other bio-organic wastes, in the United States and other countries, and any and all rights and interest in, to and under the same, that are conceived, made, acquired, or possessed by Employee, alone or with other employees, during the term of this Employment Agreement shall become the exclusive property of the Company and shall at all times and for all purposes be regarded as acquired and held by Employee in a fiduciary capacity for the sole benefit of the Company, and the Employee hereby assigns and agrees to assign the same to the Company without further compensation. Employee agrees that, upon request, he will promptly make all disclosures, execute all applications, assignments or other instruments and perform all acts whatsoever necessary or desired by the Company to vest and confirm in it, its successors, assigns and nominees, fully and completely, all rights and interests created or contemplated by this Section.

Section 18.

Surrender of Documents. Employee shall, at the request of the Company, promptly surrender to the Company or its nominee any Proprietary Information or document, memorandum, record, letter or other paper in his possession or under his control relating to the operation, business or affairs of the Group.

Section 19.

Prior Employment Agreements. Employee represents and warrants that Employee's performance of all the terms of this Employment Agreement and as an employee of the Company does not, and will not, breach any agreement to keep in confidence proprietary information acquired by Employee in confidence or in trust prior to Employee’s employment by the Company. Employee has not entered into, and shall not enter into, any agreement, either written or oral, which is in conflict with this Employment Agreement or which would be violated by Employee entering into, or carrying out his obligations under, this Employment Agreement.

Section 20.

Restrictive Covenant. Except as provided herein and/or as agreed by the Board of the Company, Employee acknowledges and recognizes Employee’s possession of Proprietary Information and the highly competitive nature of the business of the Group and, accordingly, agrees that in consideration of the covenants and conditions contained herein Employee shall not, during the Employment Period, (i) directly or indirectly engage in any new Business Activities that do not involve the Company that relate to the treatment of biosolids, whether such engagement shall be as an employer, officer, director, owner, employee, consultant, stockholder, partner or other participant, (ii) assist others in engaging in any Business Activities in the manner described in the foregoing clause (i), or (iii) induce employees of the Company to terminate their employment with the Company or engage in any Business Activities for any other entity. So long as Company is in full compliance with the terms and conditions of this Agreement, Employee shall not for a period of one (1) year following the termination of this Agreement, for any customer and/or active potential customer of the Company that was such a customer or potential customer as of the date of termination, attempt to contact or solicit said customer or potential customer to provide like services and/or performance as had been or was proposed to be provided by the Company.

Section 21.

Remedies. The parties hereto acknowledge and agree that the a remedy at law for a breach or a threatened breach of the provisions of Sections 16, 17, 18 and 20 herein would be inadequate, and in recognition of this fact, in the event of a breach or threatened breach of any of such provisions, it is agreed that the parties shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without posting bond or other security. No remedy herein conferred is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder now or hereinafter existing at law or in equity or by statute or otherwise.

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Section 22.

Successive Employment Notice. In the event this Employment Agreement is terminated by Employee pursuant to Section 10, within five (5) business days after the Termination Date, Employee shall provide notice to the Company of Employee’s next intended employment. If such employment is not known by Employee at such date, Employee shall notify the Company immediately upon determination of such information. Employee shall continue to provide the Company with notice of Employee’s place and nature of employment and any change in place or nature of employment during the period ending one (1) year after the Termination Date.

Section 23.

Successors. This Employment Agreement shall be binding on the Company and any successor to any of its businesses or assets. Without limiting the effect of the prior sentence, the Company shall require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Employment Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. The Company’s failure to obtain said assumption shall be a breach of this Employment Agreement under Section 10A hereof. As used in this Employment Agreement, "Company" shall mean the Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which assumes and agrees to perform this Employment Agreement or which is otherwise obligated under this Agreement by the first sentence of this Section 23, by operation of law or otherwise.

Section 24.

Binding Effect. This Employment Agreement shall inure to the benefit of and be enforceable by Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Employment Agreement to Employee's estate.

Section 25.

Modification and Waiver. No provision of this Employment Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Employee and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Employment Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

Section 26.

Headings. Headings used in this Employment Agreement are for convenience only and shall not be used to interpret or construe its provisions.

Section 27.

Waiver of Breach. The waiver of either the Company or Employee of a breach of any provision of this Employment Agreement shall not operate or be construed as a waiver of any subsequent breach by either the Company or Employee. Any such waiver must be in writing signed by the party against whom the waiver is sought to be enforced or asserted.

Section 28.

Amendments. No amendments or variations of the terms and conditions of this Employment Agreement shall be valid unless the same is in writing and signed by all of the parties hereto.

Section 29.

Severability. The invalidity or unenforceability of any provision of this Employment Agreement, whether in whole or in part, shall not in any way affect the validity and/or enforceability of any other provision herein contained. Any invalid or unenforceable provision shall be deemed severable to the extent of any such invalidity or unenforceability.

Section 30.

Governing Law; Arbitration.

(a) Governing Law. This Employment Agreement shall be construed and enforced pursuant to the laws of the State of Ohio.

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having jurisdiction thereof. Both parties agree and consent to the personal jurisdiction of the United States District Court for the Northern District of Ohio (located in Toledo), or the State Courts of the State of Ohio, for all purposes relating to the arbitration including any equitable relief, and the entry of judgment upon, and enforcement of, any award.

(b)(2) There shall be limited discovery prior to the Arbitration hearing as follows: (i) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (ii) depositions of all party witnesses and (iii) such other depositions as may be allowed by the arbitrator only upon a showing of good cause. Depositions shall be conducted in accordance with the Federal Rules of Civil Procedure.

(b)(3) A court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator. The arbitrator shall have no power and authority to award punitive, exemplary, incidental and consequential (including without limitation lost profits) damages in favor of one party against the other party in the Arbitration. Each party shall bear its own legal costs and expenses in connection with the Arbitration; provided, however, that the arbitrator shall make an award of legal fees, and all other costs and expenses of the Arbitration to the prevailing party as part of any Arbitration award including (i) the filing fees for the Arbitration and (ii) the stenographic costs of transcription. The arbitrator’s fees shall be divided equally between the parties.

Section 31.

Counterparts. This Employment Agreement may be executed in more than one (1) counterpart and each counterpart shall be considered an original.

Section 32.

Survival. The provisions of Sections 10, 10A, 12, 13, 16 and 30 herein shall survive termination of this Employment Agreement for any reason.

Section 33.

Sections. Unless the context requires a different meaning, all references to "Sections" in this Agreement shall mean the Section of this Agreement.

Section 34.

Publicity. Press releases and other publicity materials relating to the transactions contemplated by this Employment Agreement shall be released by the parties hereto only after review and with the consent of the other party; provided, however, that if legal counsel for the Company advises the Company that disclosure of this Employment Agreement is required under applicable federal or state securities laws, then the Company shall be permitted to make such disclosure in the form recommended by such legal counsel without the prior consent of Employee.

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IN WITNESS WHEREOF, this Employment Agreement has been duly executed by the Company and Employee as of the date first above written.

N-VIRO INTERNATIONAL CORPORATION

By /s/ Gene K. Richard

Gene K. Richard

Its: Chairman, Compensation Committee

/s/ Timothy R. Kasmoch

Timothy R. Kasmoch

Page 11 of 11

EX-10.8 5 nvics1a2016923_ex10z8.htm EXHIBIT 10.8 - RWB EMPLOY AGREE Exhibit 10.8 - RWB Employ Agree

Exhibit 10.8

EMPLOYMENT AGREEMENT

W I T N E S S E T H:

WHEREAS, the Company and Employee have agreed that Employee shall perform the duties of Executive Vice President and General Counsel subject to the terms and conditions set forth in this Employment Agreement.

Section 1.

Section 2.

Capacity and Duties. Employee shall be employed in the capacity of Executive Vice President and General Counsel of the Company and shall have such other duties, responsibilities and authorities as are assigned to him by the Board of Directors of the Company (the “Board”) and the President/CEO so long as such additional duties, responsibilities and authorities are consistent with Employee's position and level of authority as Executive Vice President and General Counsel. Employee shall report directly to the President/CEO and the Board of the Company. Employee shall devote, until otherwise agreed between the parties hereto, such professional time to Company matters as is required with the mutual expectation that no more than 1-2 days/week average will be required. At all times when he is performing Company business, Employee shall use his best efforts and attention to promote and advance the business of the Company and its subsidiaries and affiliates and to perform diligently and faithfully all the duties, responsibilities and obligations of Employee to be performed by him under this Employment Agreement. Employee's duties shall include the ongoing management and oversight of the general business affairs and operations of the Company and its subsidiaries and affiliates and shall include, but not be limited to, routine operations, matters relating to research and development, technical direction, national and international sales and/or licensing, national policy and governmental regulations, legal matters, and industry relations including those relating to water and the environment. It is expressly understood that Employee also is and/or may become engaged in other business activities not involving the Company, including employment in the private practice of law. Any such other business activities shall not unreasonably interfere with Employee's performance of his obligations under this Employment Agreement, and it is expressly agreed and understood that Employee, in the private practice of law, shall not perform any legal services or have an attorney-client relationship with the Company, and that any services performed by Employee for Company shall exclusively be as an employee of Company.

Section 3.

Section 4.

Place of Employment. Employee's principal place of work shall be deemed to be at the principal offices of the Company in the Toledo, Ohio area or such other locations as may be reasonably designated by the Board and or management; provided, however, that the Board may not require that Employee permanently relocate to a place that is more than 30 miles from Toledo measured as the radius in any direction from the Toledo center.

Section 5.

5.01

Base Salary. The Company shall pay to Employee a base annual salary (the “Base Salary”) at the rate of at least Fifty-Seven Thousand Two Hundred Dollars ($57,200) per year, payable at such intervals (at least monthly) as salaries are paid generally to other executive officers of the Company. At least once each year on or before each January 1 during the Employment Period, Employee's Base Salary shall be reviewed by the Board and, at the discretion of the Board, may be increased to an amount determined in good faith based upon a complete review of Employee's performance under this Employment Agreement during the prior year and the growth and profitability of the Company and Employee’s contributions thereto, which review shall be communicated in writing to Employee.

5.02

5.03

Section 6.

Section 7.

Review of Performance. The Board may periodically review and evaluate the performance of Employee under this Employment Agreement with Employee.

Section 8.

Section 9.

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payable pursuant to the terms of this Employment Agreement or any compensation or benefit plan as of the Termination Date, but which have not yet been paid. In addition, Employee shall have the right to exercise all options that have vested through and including the Termination Date.

Section 10.

Section 10A.

(1)

The Company sells all or substantially all of its assets;

(2)

(3)

(4)

The Company assigns to Employee duties which would require him, as a practical matter, to permanently relocate to a place that is more than 30 miles from Toledo measured as the radius in any direction from the Toledo center ; or

(5)

(i) Employee is otherwise removed from the position(s) provided for in this Agreement, for any reason other than the legal termination of his employment;

(ii) Employee is assigned any duties or responsibilities that are inconsistent, in any significant respect, with the scope of duties and responsibilities associated with Employee’s position;

(iv) Employee’s Base Salary is decreased by the Company without Employee’s agreement, or his benefits or opportunities under any employee benefit or incentive plan or program of the Company or

Page 3 of 11

any other material benefit specifically promised to Employee herein is or are materially reduced unless such benefit, plan, or program (but excluding Annual Base Salary) is reduced or eliminated for all eligible employees of the Company on an equal basis;

(vi) the Company fails to reimburse Employee for business expenses in accordance with the Company’s policies, procedures or practices;

(viii) the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assignee of the Company to assume and perform this Agreement;

(6) No Mitigation. In the event of the termination of this Agreement and further payment from the Company is required hereunder, the Employee shall not be required to seek other employment in order to mitigate his damages hereunder, and Company shall not be permitted any offset for any earnings made in any subsequent employment.

Section 11.

11.01

“ Disability” shall mean a physical or mental illness which, in the judgment of the Company after consultation with the licensed physician attending Employee, impairs Employee’s ability to substantially perform the essential functions of his duties under this Employment Agreement as an employee with or without reasonable accommodation and as a result of which he shall have been absent from his duties with the Company on a full-time basis for three (3) consecutive months.

11.02

Page 4 of 11

perform as requested within a reasonable time, (ii) has engaged in conduct the consequences of which are materially adverse to the Company, monetarily or otherwise, (iii) is found guilty of fraud, dishonesty or other acts of gross misconduct or misfeasance in the performance of his duties under this Employment Agreement by a court of competent jurisdiction whose decision is final and non-appealable (provided, however, that Employee's Base Salary shall continue to be paid until such decision is final and non-appealable), (iv) is found to be under the influence of illegal drugs or other similar substance while performing his duties under this Employment Agreement or (v) is convicted of a felony (provided, however, that Employee's Base Salary shall continue to be paid until such conviction is final and non-appealable). No act, or failure to act, on Employee's part shall be grounds for termination with Cause unless he has acted or failed to act with an absence of good faith or without a reasonable belief that his action or failure to act was in or at least not opposed to the best interests of the Company. Not less than ten (10) business days before the Board’s consideration and adoption of a resolution determining that Employee engaged in conduct specified in the first sentence of this Section 11.02, Employee may, by written notice to the Board, cause the matter of the termination of his employment by the Company to be discussed at the next regularly scheduled meeting of the Board or at a special meeting of the Board. The Board shall give Employee sufficient written notice of its intention to schedule a meeting to discuss such termination so as to permit Employee time to prepare for said meeting. Employee shall be entitled to be present and to be represented by counsel at such meeting which shall be conducted according to a procedure deemed equitable by a majority of the directors present. If, at the conclusion of such meeting, it shall be determined by a majority of the entire membership of the Board that Employee engaged in conduct specified in the first sentence of Section 11.02, then the Board shall deliver the resolution specified in the next succeeding sentence. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated with Cause unless there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called at least in part for that purpose finding that in the good faith opinion of the Board, Employee engaged in conduct in the manner or of the type set forth above in the first sentence of this Section 11.02 and specifying the particulars thereof in detail.

11.03

Section 12.

Section 13.

(ii) Otherwise to the fullest extent as may be provided to Employee by the Company under the by-laws of the Company and Delaware General Corporation Law (“GCL”).

Page 5 of 11

(b) No indemnity pursuant to this Section 13 shall be paid by Company under the following circumstances:

(i) In respect to remuneration paid to Employee if it shall be determined by a final judgment or other final adjudication which is non-appealable that such remuneration was in violation of law;

(ii) On account of conduct which is finally adjudged to have been willful misconduct by Employee; and

(iii) In a final decision by a Court having jurisdiction in the matter shall determine that such indemnification to Employee is not lawful, and such decision is non-appealable.

(h) If any provision of this Section 13 shall be determined as conflicting with any provision of (1) Company’s certificate of incorporation and by-laws, (2) Delaware law, or (3) the provisions of any other agreement between the parties as to indemnification, and such other document or law would provide Employee with greater rights to benefits of indemnification, then such other document or law shall prevail; it being the intention of the parties hereto to provide maximum indemnification to Employee. Otherwise, unless prohibited by law, any document or law which affords Employee with greater rights of indemnification by Company than do the provisions of this Employment Agreement shall have superiority over the provisions of this Employment Agreement.

Section 14.

Page 6 of 11

to the attention of the Board with a copy to the Secretary of the Company) or to such other address as either party may have furnished to the other in writing in accordance herewith. All notices and communication shall be deemed to have been received on the date of delivery thereof, on the third business day after the mailing thereof, or on the second day after deposit thereof with an expedited courier service, except that notice of change of address shall be effective only upon receipt.

Section 15.

Section 16.

Proprietary Information and Inventions. Employee understands and acknowledges that:

16.01

16.02

Section 17.

Page 7 of 11

States and other countries, and any and all rights and interest in, to and under the same, that are conceived, made, acquired, or possessed by Employee, alone or with other employees, during the term of this Employment Agreement shall become the exclusive property of the Company and shall at all times and for all purposes be regarded as acquired and held by Employee in a fiduciary capacity for the sole benefit of the Company, and the Employee hereby assigns and agrees to assign the same to the Company without further compensation. Employee agrees that, upon request, he will promptly make all disclosures, execute all applications, assignments or other instruments and perform all acts whatsoever necessary or desired by the Company to vest and confirm in it, its successors, assigns and nominees, fully and completely, all rights and interests created or contemplated by this Section.

Section 18.

Section 19.

Section 20.

Section 21.

Section 22.

Section 23.

Page 8 of 11

assumes and agrees to perform this Employment Agreement or which is otherwise obligated under this Agreement by the first sentence of this Section 23, by operation of law or otherwise.

Section 24.

Section 25.

Section 26.

Headings. Headings used in this Employment Agreement are for convenience only and shall not be used to interpret or construe its provisions.

Section 27.

Section 28.

Amendments. No amendments or variations of the terms and conditions of this Employment Agreement shall be valid unless the same is in writing and signed by all of the parties hereto.

Section 29.

Section 30.

Governing Law; Arbitration.

(a) Governing Law. This Employment Agreement shall be construed and enforced pursuant to the laws of the State of Ohio.

(b) Arbitration. (1) Any unresolved controversy or claim arising out of, in connection with, under or relating to this Employment Agreement, shall be submitted to arbitration (the “Arbitration”) before the American Arbitration Association (“AAA”) using the Commercial Arbitration Rules then in effect. The Arbitration shall be conducted by one (1) arbitrator mutually agreed upon by the parties. The arbitration shall take place in Toledo, Ohio. Judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. Both parties agree and consent to the personal jurisdiction of the United States District Court for the Northern District of Ohio (located in Toledo), or the State Courts of the State of Ohio, for all purposes relating to the arbitration including any equitable relief, and the entry of judgment upon, and enforcement of, any award.

Page 9 of 11

however, that the arbitrator shall make an award of legal fees, and all other costs and expenses of the Arbitration to the prevailing party as part of any Arbitration award including (i) the filing fees for the Arbitration and (ii) the stenographic costs of transcription. The arbitrator’s fees shall be divided equally between the parties.

Section 31.

Counterparts. This Employment Agreement may be executed in more than one (1) counterpart and each counterpart shall be considered an original.

Section 32.

Survival. The provisions of Sections 10, 10A, 12, 13, 16 and 30 herein shall survive termination of this Employment Agreement for any reason.

Section 33.

Sections. Unless the context requires a different meaning, all references to "Sections" in this Agreement shall mean the Section of this Agreement.

Section 34.

Page 10 of 11

IN WITNESS WHEREOF, this Employment Agreement has been duly executed by the Company and Employee as of the date first above written.

N-VIRO INTERNATIONAL CORPORATION

By /s/ Gene K. Richard

Gene K. Richard

Its: Chairman, Compensation Committee

/s/ Robert W. Bohmer

Robert W. Bohmer

Page 11 of 11

EX-10.9 6 nvics1a2016923_ex10z9.htm EXHIBIT 10.9 - JKM EMPLOY AGREE Exhibit 10.9 - JKM Employ Agree

Exhibit 10.9

EMPLOYMENT AGREEMENT

W I T N E S S E T H:

WHEREAS, the Company and Employee have agreed that Employee shall perform the duties of Chief Financial Officer, Secretary and Treasurer, subject to the terms and conditions set forth in this Employment Agreement.

Section 1.

Section 2.

Capacity and Duties. Employee shall be employed in the capacity of Chief Financial Officer, Secretary and Treasurer of the Company and shall have such other duties, responsibilities and authorities as are assigned to him by the Board of Directors of the Company (the “Board”) so long as such additional duties, responsibilities and authorities are consistent with Employee's position and level of authority as Chief Financial Officer, Secretary and Treasurer of the Company. Employee shall report directly to the President/CEO, and the Board of the Company. Subject to the control and general directions of the Board and except as otherwise herein provided, Employee shall devote all necessary business time, best efforts and attention to promote and advance the business of the Company and its subsidiaries and affiliates and to perform diligently and faithfully all the duties, responsibilities and obligations of Employee to be performed by him under this Employment Agreement. Employee's duties shall include the ongoing management and oversight of the general and financial business affairs and operations of the Company and its subsidiaries and affiliates. It is expressly understood that Employee also is and/or may become engaged in other limited business activities not involving the Company. Any such independent activity shall be disclosed to the Audit Committee of the Company’s Board in advance, and any such other business activities shall not unreasonably interfere with Employee's performance of his obligations under this Employment Agreement.

Section 3.

Section 4.

the Board and or management; provided, however, that the Board may not require that Employee permanently relocate to a place that is more than 30 miles from Toledo measured as the radius in any direction from the Toledo center.

Section 5.

5.01

Base Salary. The Company shall pay to Employee a base annual salary (the “Base Salary”) at the rate of at least One Hundred Twenty-Five Thousand Dollars ($125,000) per year, payable at such intervals (at least monthly) as salaries are paid generally to other executive officers of the Company. At least once each year on or before each January 1 during the Employment Period, Employee's Base Salary shall be reviewed by the Board and, at the discretion of the Board, may be increased to an amount determined in good faith based upon a complete review of Employee's performance under this Employment Agreement during the prior year and the growth and profitability of the Company and Employee’s contributions thereto, which review shall be communicated in writing to Employee.

5.02

5.03

Section 6.

Section 7.

Review of Performance. The Board may periodically review and evaluate the performance of Employee under this Employment Agreement with Employee.

Section 8.

Section 9.

Page 2 of 11

Date, but which have not yet been paid. In addition, Employee shall have the right to exercise all options that have vested through and including the Termination Date.

Section 10.

Section 10A.

(1)

The Company sells all or substantially all of its assets;

(2)

(3)

(4)

(5)

(i) Employee is otherwise removed from the position(s) provided for in this Agreement, for any reason other than the legal termination of his employment;

(ii) Employee is assigned any duties or responsibilities that are inconsistent, in any significant respect, with the scope of duties and responsibilities associated with Employee’s position;

(iv) Employee’s Base Salary is decreased by the Company without Employee’s agreement, or his benefits or opportunities under any employee benefit or incentive plan or program of the Company or

Page 3 of 11

(vi) the Company fails to reimburse Employee for business expenses in accordance with the Company’s policies, procedures or practices;

(viii) the Company fails to obtain a written agreement satisfactory to the Executive from any successor or assignee of the Company to assume and perform this Agreement;

Section 11.

11.01

“ Disability” shall mean a physical or mental illness which, in the judgment of the Company after consultation with the licensed physician attending Employee, impairs Employee’s ability to substantially perform the essential functions of his duties under this Employment Agreement as an employee with or without reasonable accommodation and as a result of which he shall have been absent from his duties with the Company on a full-time basis for three (3) consecutive months.

11.02

Page 4 of 11

11.03

Section 12.

Section 13.

(ii) Otherwise to the fullest extent as may be provided to Employee by the Company under the by-laws of the Company and Delaware General Corporation Law (“GCL”).

Page 5 of 11

(b) No indemnity pursuant to this Section 13 shall be paid by Company under the following circumstances:

(i) In respect to remuneration paid to Employee if it shall be determined by a final judgment or other final adjudication which is non-appealable that such remuneration was in violation of law;

(ii) On account of conduct which is finally adjudged to have been willful misconduct by Employee; and

(iii) In a final decision by a Court having jurisdiction in the matter shall determine that such indemnification to Employee is not lawful, and such decision is non-appealable.

Section 14.

Page 6 of 11

Section 15.

Section 16.

Proprietary Information and Inventions. Employee understands and acknowledges that:

16.01

16.02

Section 17.

Page 7 of 11

Section 18.

Section 19.

Section 20.

Section 21.

Section 22.

Section 23.

Page 8 of 11

assumes and agrees to perform this Employment Agreement or which is otherwise obligated under this Agreement by the first sentence of this Section 23, by operation of law or otherwise.

Section 24.

Section 25.

Section 26.

Headings. Headings used in this Employment Agreement are for convenience only and shall not be used to interpret or construe its provisions.

Section 27.

Section 28.

Amendments. No amendments or variations of the terms and conditions of this Employment Agreement shall be valid unless the same is in writing and signed by all of the parties hereto.

Section 29.

Section 30.

Governing Law; Arbitration.

(a) Governing Law. This Employment Agreement shall be construed and enforced pursuant to the laws of the State of Ohio.

Page 9 of 11

Section 31.

Counterparts. This Employment Agreement may be executed in more than one (1) counterpart and each counterpart shall be considered an original.

Section 32.

Survival. The provisions of Sections 10, 10A, 12, 13, 16 and 30 herein shall survive termination of this Employment Agreement for any reason.

Section 33.

Sections. Unless the context requires a different meaning, all references to "Sections" in this Agreement shall mean the Section of this Agreement.

Section 34.

Page 10 of 11

IN WITNESS WHEREOF, this Employment Agreement has been duly executed by the Company and Employee as of the date first above written.

N-VIRO INTERNATIONAL CORPORATION

By /s/ Gene K. Richard

Gene K. Richard

Its: Chairman, Compensation Committee

/s/ James K. McHugh

James K. McHugh

Page 11 of 11

EX-10.14 7 nvics1a2016923_ex10z14.htm EXHIBIT 10.14 - JMJ NOTE Exhibit 10.14 - JMJ Note

Exhibit 10.14

NVIC

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, N-Viro International Corporation, a Delaware corporation (the “Issuer” of this Security) with at least 9,081,826 common shares issued and outstanding, issues this Security and promises to pay to JMJ Financial, a Nevada sole proprietorship, or its Assignees (the “Investor”) the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon execution by both parties and delivery of the first payment of Consideration by the Investor (the “Effective Date”).

The Principal Sum is $585,000 (five hundred eighty-five thousand) plus accrued and unpaid interest and any other fees. The Consideration is $525,000 (five hundred twenty-five thousand) payable by wire (there exists a $60,000 original issue discount (the “OID”)). The Investor shall pay $525,000 of Consideration upon closing of this Note as the Purchase Price under the Securities Purchase Agreement Document SPA-06132016 of even date herewith between the Issuer and the Investor. The Maturity Date is twelve months after the Effective Date and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. The Investor may extend any Maturity Date in its sole discretion in increments of up to six months at any time before or after any Maturity Date. The Maturity Date shall automatically be deemed extended unless the Investor provides notice to the Issuer that it is not or has not extended the Maturity Date, which notice the Investor may provide at any time before or after the Maturity Date. The Conversion Price is the lesser of $0.90 or 75% of the lowest trade price in the 25 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the Investor convert any amount of the Note into common stock that would result in the Investor owning more than 4.99% of the common stock outstanding.

Interest and Repayment. A one-time Interest charge of 10% shall be applied to the Principal Sum. The Interest is in addition to the OID, and that OID remains payable regardless of time and manner of payment by the Issuer. The Issuer may repay up to 98% (such that the Investor may retain 2%) of this Note (i) at any time on or before 90 days after its Effective Date in an amount equal to 120% of the sum of the Principal Sum being repaid plus all accrued and unpaid interest, OID, liquidated damages, fees and other amounts due on such Principal Sum, or (ii) at any time on or before 180 days after its Effective Date in an amount equal to 140% of the sum of the Principal Sum being repaid plus all accrued and unpaid interest, OID, liquidated damages, fees and other amounts due on such Principal Sum. The Issuer may not repay any payment of Consideration after 180 days after its Effective Date prior to its Maturity Date without written approval from the Investor.

Use of Proceeds. The Issuer represents and warrants that it shall use the $525,000 payment of Consideration in the manner specified in the attached Schedule A.

Conversion. The Investor has the right, at any time after the Effective Date, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Issuer as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. Conversion notices may be delivered to the Issuer by method of the Investor’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Investor. If no objection is delivered from the Issuer to the Investor regarding any variable or calculation of the conversion notice within 24 hours of delivery of the conversion notice, the Issuer shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Issuer shall deliver the shares from any conversion to the Investor (in any name directed by the Investor) within 3 (three) business days of conversion notice delivery. The Investor, at any time prior to selling all of the shares from a conversion, may, for any reason, rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Issuer (under the Investor’s and the Issuer’s expectations that any returned conversion amounts will tack back to the original date of the Note).

Reservation of Shares. At all times during which this Note is outstanding, the Issuer will reserve for the Investor from its authorized and unissued Common Stock a number of shares of not less than five times the number of shares necessary to provide for the issuance of Common Stock upon the full conversion of this Note. The Issuer initially shall reserve 8,000,000 shares of Common Stock for the Investor. The Issuer represents that Olde Monmouth Stock Transfer Co., Inc. serves as the Issuer’s transfer agent as of the Effective Date of this Note. The

Issuer acknowledges that Olde Monmouth Stock Transfer Co., Inc. is a party to an irrevocable instruction and share reservation letter agreement between the Issuer, the transfer agent and the Investor regarding this Note. The Issuer agrees that the Issuer’s use of Olde Monmouth Stock Transfer Co., Inc. as its transfer agent is material to the Investor, that the Issuer may not terminate or replace Olde Monmouth Stock Transfer Co., Inc. as the Issuer’s transfer agent without obtaining the Investor’s written consent thirty days in advance of such termination or replacement, and that the Issuer must provide the Investor, within five business days following the termination, resignation or replacement of Olde Monmouth Stock Transfer Co., Inc. or any subsequent transfer agent an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and Olde Monmouth Stock Transfer Co., Inc. The Issuer further agrees that every provision in the irrevocable instruction and share reservation letter agreement are also material to the Investor such that the Investor would not otherwise enter into this Note agreement.

Investor’s Put Option on Note. The Investor has the right, in its sole discretion, to require the Issuer to repurchase this Note from the Investor at any time after 150 days after its Effective Date in an amount equal to 125% of the sum of the Principal Sum plus all accrued and unpaid interest, OID, liquidated damages, fees and other amounts due on such Principal Sum. The Investor must provide the Issuer with at least 45 days advance written notice (the Investor may provide such notice at any time, including prior to the 150^th day after the Effective Date of this Note). The Investor may elect to cancel the repurchase notice at any time prior to receiving the repurchase payment from the Issuer. If the Investor cancels a repurchase notice the Investor shall retain the right to subsequently elect to require the Issuer to repurchase this Note from the Investor in the manner provided in this Section. Unless otherwise agreed in writing, all repurchase or other payments must be paid by the Issuer to the Investor by wire transfer of immediately available funds in US Dollars from a U.S. bank account of the Issuer or the Issuer’s attorney as the Investor does not accept payment from any third parties or from non-U.S. bank accounts.

Mandatory Registration Rights. Registration of the common shares into which this Note is convertible is mandatory, as set forth in Registration Rights Agreement RR-06132016.

Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Issuer or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Investor in this Note, such term, at the Investor’s option, shall become a part of the transaction documents with the Investor. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion rights, conversion discounts, conversion lookback periods, interest rates, original issue discounts, and warrant coverage. The Issuer shall notify the Investor of such additional or more favorable term, including the applicable issuance price, or applicable reset price, exchange price, conversion price, exercise price and other pricing terms, and, at any time while this Note is outstanding, the Investor may request of the Issuer and/or its transfer agent (and they will provide) a schedule of all issuances since the Effective Date of this Note of shares of common stock or of securities entitling the holder thereof to acquire shares of common stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of common stock of the Issuer.

180 Day Prohibition on Convertible Securities. Without the written consent of the Investor, the Issuer may not issue within 180 days after the Effective Date of this Note any security that is under any circumstance convertible into or exercisable or exchangeable for shares of common stock of the Issuer within twelve months after its date of issue, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. At the Investor’s election, so long as any balance remains outstanding on this Note, the Issuer must use 50% of the first $600,000 of proceeds from any debt or equity issued by the Issuer to pay off the amount due under this Note.

Default. Each of the following are an event of default under this Note: (i) the Issuer shall fail to pay any principal under the Note when due and payable (or payable by conversion) thereunder; or (ii) the Issuer shall fail to pay any interest or any other amount under the Note when due and payable (or payable by conversion) thereunder; or (iii) the Issuer shall breach or fail to honor any other term of this Note, any term under any other document related to this Note, or any other written agreement between the Issuer and the Investor (collectively, the “Transaction Documents”), including, without limitation, the Issuer’s obligation to reserve at all times a sufficient number of shares to provide for the issuance of common stock upon the full conversion of this Note pursuant to Section 4 of this Note; or (iv) the Issuer fails to keep available a sufficient number of authorized, unissued and unreserved shares of common stock (other than shares of common stock reserved for the Investor) to permit the Investor to increase its share reserve to such number of shares as equals not less than five times the outstanding Note

balance divided by the closing price of the Issuer’s common stock; or (v) the Issuer’s failure to increase the number of authorized shares of common stock of the Issuer within sixty days of having a number of authorized, unissued, and unreserved shares of common stock (excluding shares of common stock reserved for the Investor) of less than five times the number of shares necessary to provide for the issuance of common stock upon full conversion of this Note; or (vi) the Issuer terminates or replaces the entity or person serving as the transfer agent for the Issuer without obtaining the previous written consent of the Investor thirty days in advance of such termination or replacement; or (vii) the Issuer’s failure to appoint a new transfer agent approved by the Investor (such approval not to be unreasonably withheld) and to provide the Investor, within five business days following termination, resignation or replacement of the current transfer agent, an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and the terminated, resigned or replaced transfer agent; or (viii) the Issuer shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (ix) the Issuer shall make a general assignment for the benefit of creditors; or (x) the Issuer shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (xi) an involuntary proceeding shall be commenced or filed against the Issuer; or (xii) the Issuer’s common stock has an offering price of $0.0001 on its principal trading market at any time; or (xiii) the Issuer’s market capitalization (the number of shares of common stock issued and outstanding multiplied by the price per share of common stock) is less than $200,000 at any time or decreases to less than 50% of the market capitalization on the Effective Date of any payment of Consideration; or (xiv) the price per share of the Issuer’s common stock decreases to less than 50% of the price per share on the Effective Date of any payment of Consideration; or (xv) the Issuer shall lose its status as “DTC Eligible” or the Issuer’s shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System; or (xvi) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (xvii) the Issuer shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website.

10.

Remedies. For each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a fee of $2,000 per day will be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made; and such fee will be added to the Principal Sum of the Note (under the Investor’s and the Issuer’s expectations that any penalty amounts will tack back to the original date of the Note). Upon each occurrence of any other event of default, the Investor may asses and apply a fee against the Issuer of not less than $50,000 at any time any balance remains outstanding on this Note, regardless of whether such event of default has been cured or remedied and regardless of whether the Investor delivered a notice of default at the time of the event of default or at the time the Investor discovered the event of default. The parties agree that the fee shall be applied to the balance of the Note and shall tack back to the Effective Date of the Note for purposes of Rule 144. The parties acknowledge and agree that upon an event of default, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under this Note or any other Transaction Document between the parties are intended by the parties to be, and shall be deemed, liquidated damages. The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Note is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in this Note and the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Effective Date and are consistent with investments of this type. The liquidated damages provisions shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages are intended to be in lieu of actual damages.

11.

Acceleration. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration (the “Note Balance”), shall become, at the Investor’s election, immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the Investor’s choice of (this choice may be made at any time without presentment, demand, or notice of any kind): (i) the Note Balance divided by the Conversion Price on the date of the default multiplied by the closing price on the date of the default; or (ii) the Note Balance divided by the Conversion Price on the date the Mandatory Default Amount is either (a) demanded or (b)

paid in full, whichever has a lower Conversion Price, multiplied by the closing price on the date the Mandatory Default Amount is either (a) demanded or (b) paid in full, whichever has a higher closing price; or (iii) 150% of the Note Balance. In connection with such acceleration described herein, the Investor need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Investor may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Investor at any time prior to payment hereunder and the Investor shall have all rights as a holder of the note until such time, if any, as the Investor receives full payment pursuant to this Section 11. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon.

12.

Right to Specific Performance and Injunctive Relief. Nothing herein shall limit the Investor’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. In this regard, the Issuer hereby agrees that the Investor will be entitled to obtain specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof or the Issuer’s obligations regarding the reservation of shares and its transfer agent, including the use, termination, replacement or resignation of the transfer agent and the obligation to deliver an irrevocable instruction and share reservation letter with any subsequent transfer agent. The Issuer agrees that, in such event, all requirements for specific performance and/or preliminary and permanent injunctive relief will be satisfied, including that the Investor would suffer irreparable harm for which there would be no adequate legal remedy. The Issuer further agrees that it will not object to a court or arbitrator granting or ordering specific performance or preliminary and/or permanent injunctive relief in the event the Investor demonstrates that the Issuer has failed to comply with any obligation herein. Such a grant or order may require the Issuer to immediately issue shares to the Investor pursuant to a Conversion Notice and/or require the Issuer to immediately satisfy its obligations regarding the reservation of shares and its transfer agent, including the use, termination, replacement or resignation of the Issuer’s transfer agent and the obligation to deliver an irrevocable instruction and share reservation letter with any subsequent transfer agent. The Issuer further expressly waives any right to any bond in connection with any temporary or preliminary injunction.

13.

No Shorting. The Investor agrees that so long as this Note from the Issuer to the Investor remains outstanding, the Investor will not enter into or effect “short sales” of the Common Stock or hedging transaction which establishes a net short position with respect to the Common Stock of the Issuer. The Issuer acknowledges and agrees that upon delivery of a conversion notice by the Investor, the Investor immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.

14.

Assignability. The Issuer may not assign this Note. This Note will be binding upon the Issuer and its successors and will inure to the benefit of the Investor and its successors and assigns and may be assigned by the Investor to anyone without the Issuer’s approval.

15.

Governing Law, Legal Proceedings, and Arbitration. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEVADA (INCLUDING ANY RIGHTS TO SPECIFIC RELIEF PROVIDED FOR UNDER NEVADA STATUTES), WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. THE PARTIES HEREBY WARRANT AND REPRESENT THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS NOTE (I) HAS A REASONABLE NEXUS TO EACH OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THE NOTE; AND (II) DOES NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA, OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION.

ANY ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF OR RELATED TO THIS NOTE, OR ANY OTHER AGREEMENTS BETWEEN THE PARTIES, SHALL BE COMMENCED ONLY IN THE STATE OR FEDERAL COURTS OF GENERAL JURISDICTION LOCATED IN MIAMI-DADE COUNTY, IN THE STATE OF FLORIDA, EXCEPT THAT ALL SUCH DISPUTES BETWEEN THE PARTIES SHALL BE SUBJECT TO ALTERNATIVE DISPUTE RESOLUTION THROUGH BINDING ARBITRATION AT THE INVESTOR’S SOLE DISCRETION AND ELECTION (REGARDLESS OF WHICH PARTY INITIATES THE LEGAL PROCEEDINGS). The parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim within the same proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be waived and such party will forever be barred from asserting such a claim. Both parties and the individuals signing this Note agree to submit to the jurisdiction of such courts or to such arbitration panel, as the case may be.

agreement. The Investor’s election to arbitrate shall be made in writing, delivered to the other party, and filed with the American Arbitration Association. The American Arbitration Association must receive the demand for arbitration prior to the date when the institution of legal or equitable proceedings would be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already commenced, and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the institution of legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the discretion of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’ subpoena power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which he or she deems proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations on, damages and other relief as expressly set forth in this Note. The award and decision of the arbitrator(s) shall be conclusive and binding on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves the right, but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.

16.

Delivery of Process by the Investor to the Issuer. In the event of any action or proceeding by the Investor against the Issuer, and only by the Investor against the Issuer, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding may be made by the Investor via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of such process to the Issuer at its last known attorney as set forth in its most recent SEC filing.

17.

Attorney Fees. If any attorney is employed by either party with regard to any legal or equitable action, arbitration or other proceeding brought by such party for enforcement of this Note or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Note, the prevailing party will be entitled to recover from the other party reasonable attorneys' fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled.

18.

Opinion of Counsel. The Issuer shall provide the Investor with an opinion of counsel prior to the Effective Date of the Note that neither this Note, nor any other agreement between the parties, nor any of their terms (including, but not limited to, interest, original issue discount, conversion terms, warrants terms, penalties, fees or liquidated damages), individually or collectively violate any usury laws in the State of Nevada. Prior to the Effective Date of the Note, the Issuer and its management have reviewed such opinion, consulted their counsel on the opinion and on the matter of usury, and have further researched the matter of usury to their satisfaction. Further, the Issuer and its management agree with the opinion of the Issuer’s counsel that neither this Note nor any other agreement between the parties is usurious and they agree they will not raise a claim of usury as a defense to the performance of the Issuer’s obligations under this Note or any other agreement between the parties. THE ISSUER HEREBY WARRANTS AND REPRESENTS THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS AGREEMENT (I) HAS A REASONABLE NEXUS TO EACH OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THESE AGREEMENTS; AND (II) DO NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA, OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION. In the event that any other opinion of counsel is needed for any matter related to this Note, the Investor has the right to have any such opinion provided by its counsel. Investor also has the right to have any such opinion provided by Issuer’s counsel.

19.

Notices. Any notice required or permitted hereunder (including Conversion Notices and demands for arbitration) must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.

Issuer:

Investor:

/s/ Timothy R. Kasmoch

/s/ Justin Keener

Timothy Kasmoch

JMJ Financial

N-Viro International Corporation

Its Principal

Chief Executive Officer

Date: June 13, 2016

Schedule A

The Issuer shall use the $525,000 payment of Consideration first, before using such funds for any other purpose, to retire the following debt of the Issuer.

The Issuer represents that it owes JSJ Financial $125,000 under a Note issued on December 14, 2015. The Issuer represents that the Issuer is permitted to repay the JSJ Financial Note at any time on or before June 13, 2016, and the amount payable by the Issuer to retire the JSJ Financial Note will be approximately $190,288 if the Issuer repays the debt on or before June 13, 2016.

The Issuer represents that it owes Tangiers Investment Group $58,500 under a Note issued on March 4, 2016. The Issuer represents that the Issuer is permitted to repay the Tangier Investment Group Note at any time on before August 31, 2016, and the amount payable by the Issuer to retire the Tangiers Investment Group Note will be approximately $77,670 if the Issuer repays the debt on or before June 13, 2016.

The Issuer represents that it owes Tangiers Global $110,000 under a Note issued on April 25, 2016. The Issuer represents that the Issuer is permitted to repay the Tangiers Global Note at any time on before October 22, 2016, and the amount payable by the Issuer to retire the second Tangiers Global Note will be approximately $121,000 if the Issuer repays the debt on or before June 13, 2016.

The Issuer shall use the proceeds of the $525,000 payment of Consideration to retire all of the debt listed above within two business days of receipt of the payment of Consideration. The Issuer shall submit to the Investor within three business days of receipt of the payment of Consideration written confirmation (such as by providing a copy of the wire transfer) that each of the debts has been repaid in full.

The Issuer may use the remaining proceeds of the $525,000 payment of Consideration for general working capital purposes following written receipt of acknowledgement from the Investor that both (a) the Investor has received the written confirmation that each of the debts listed above has been retired and (b) the Investor is satisfied with the documentation received.

The Issuer acknowledges that its representations and warranties contained in this Schedule A are material to the Investor. The Issuer specifically represents that it shall satisfy all of its obligations under this Schedule A. The Issuer’s failure to satisfy every one of its obligations under this Schedule A shall constitute an Event of Default and the Note shall become immediately due and payable.

Issuer:

/s/ Timothy R. Kasmoch

Timothy Kasmoch

N-Viro International Corporation

Chief Executive Officer

EX-10.15 8 nvics1a2016923_ex10z15.htm EXHIBIT 10.15 - JMJ WARRANT Exhibit 10.15 - JMJ Warrant

Exhibit 10.15

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

COMMON STOCK PURCHASE WARRANT

DOCUMENT W-06132016

N-VIRO INTERNATIONAL CORPORATION

Warrant Shares: 455,000

Initial Issue Date: June 13, 2016

Aggregate Exercise Amount: $409,500

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JMJ Financial, its Principal, or its assigns (the “Investor” or the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (as subject to adjustment hereunder, the “Termination Date”), to subscribe for and purchase from N-Viro International Corporation, a Delaware corporation (the “Issuer” or the “Company”), shares of common stock of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.2. The number of shares of Common Stock purchasable under this Warrant (the “Warrant Shares”) shall be equal to the Aggregate Exercise Amount divided by the Exercise Price.

ARTICLE 1 EXERCISE RIGHTS

The Holder will have the right to exercise this Warrant to purchase shares of Common Stock as set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement Document SPA-06132016 dated June 13, 2016 between the Company and the Holder (the “Securities Purchase Agreement”).

1.1

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, from and after the Initial Exercise Date, and then at any time, by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile or emailed copy of the Notice of Exercise form annexed hereto. Within three (3) business days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or check drawn on a United States bank unless the cashless exercise procedure specified in Section 1.3 below is specified in the applicable Notice of Exercise. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise form within 24 hours of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

1.2

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be the lesser of $0.90 per share, subject to adjustment hereunder, or the lowest trade price in the 10 trading days previous to exercise (the “Exercise Price”). The aggregate exercise price is $409,500.

1.3

Cashless Exercise. The Holder may exercise this Warrant, in whole or in part, at any time after the Initial Exercise Date and prior to the Termination Date by means of a “cashless exercise” in which the Holder

DOCUMENT W-06132016

shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the VWAP on the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

1.4

Termination. On the Termination Date, if all or any portion of this Warrant remains unexercised, the Termination Date shall be automatically extended for two years.

1.5

Delivery of Warrant Shares. Warrant Shares purchased hereunder will be delivered to Holder by 2:30 pm EST within two (2) business days of Notice of Exercise by “DWAC/FAST” electronic transfer (such date, the “Warrant Share Delivery Date”). For example, if Holder delivers a Notice of Exercise to the Company at 5:15 pm eastern time on Monday January 1^st, the Company’s transfer agent must deliver shares to Holder’s broker via “DWAC/FAST” electronic transfer by no later than 2:30 pm eastern time on Wednesday January 3^rd. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date of delivery of the Notice of Exercise. The Company will make its best efforts to deliver the Warrant Shares to the Holder the same day or next day.

1.6

Delivery of Warrant. The Holder shall not be required to physically surrender this Warrant to the Company. If the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, this Warrant shall automatically be cancelled without the need to surrender the Warrant to the Company for cancellation. If this Warrant shall have been exercised in part, the Company shall, at the request of Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant and, for purposes of Rule 144, shall tack back to the original date of this Warrant.

1.7

Warrant Exercise Rescission Rights. For any reason in Holder’s sole discretion, including if the Warrant Shares are not delivered by DWAC/FAST electronic transfer or in accordance with the timeframe stated in Section 1.5, or for any other reason, Holder may, at any time prior to selling those Warrant Shares rescind such exercise, in whole or in part, in which case the Company must, within three (3) days of receipt of notice from the Holder, repay to the Holder the portion of the exercise price so rescinded and reinstate the portion of the Warrant and equivalent number of Warrant Shares for which the exercise was rescinded and, for purposes of Rule 144, such reinstated portion of the Warrant and the Warrant Shares shall tack back to the original date of this Warrant. If Warrant Shares were issued to Holder prior to Holder’s rescission notice, upon return of payment from the Company, Holder will, within three (3) days of receipt of payment, commence procedures to return the Warrant Shares to the Company.

1.8

Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause its transfer agent to transmit to the Holder the Warrant Shares on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions and other fees, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option

DOCUMENT W-06132016

of the Holder, either (x) reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded), (y) deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder, or (z) pay in cash to the Holder the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.

1.9

Make-Whole for Market Loss after Exercise. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the Warrant Shares by DWAC/FAST electronic transfer (such as by delivering a physical certificate) and if the Holder incurs a Market Price Loss, then at any time subsequent to incurring the loss the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Market Price Loss and the Company must make the Holder whole as follows:

Market Price Loss = [(High trade price on the day of exercise) x (Number of Warrant Shares)] – [(Sales price realized by Holder) x (Number of Warrant Shares)]

The Company must pay the Market Price Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

1.10

Make-Whole for Failure to Deliver Loss. At the Holder’s election, if the Company fails for any reason to deliver to the Holder the Warrant Shares by the Warrant Share Delivery Date and if the Holder incurs a Failure to Deliver Loss, then at any time the Holder may provide the Company written notice indicating the amounts payable to the Holder in respect of the Failure to Deliver Loss and the Company must make the Holder whole as follows:

Failure to Deliver Loss = [(High trade price at any time on or after the day of exercise) x (Number of Warrant Shares)]

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

1.11

Default. Each of the following are an event of default under this Warrant: (i) the Issuer shall fail to deliver shares from any exercise of this Warrant when due and payable thereunder; or (ii) the Issuer shall fail to pay any cash or other amount due under this Warrant when due and payable thereunder; or (iii) the Issuer shall breach or fail to honor any other term of this Warrant, any term under any other document related to this Warrant, or any other written agreement between the Issuer and the Investor (collectively, the “Transaction Documents”), including, without limitation, the Issuer’s obligation to reserve at all times a sufficient number of shares to provide for the issuance of common stock upon the full exercise of the Warrant pursuant to Section 2.2 of the Securities Purchase Agreement; or (iv) the Issuer fails to keep available a sufficient number of authorized, unissued and unreserved shares of common stock (other than shares of common stock reserved for the Investor) to permit the Investor to increase its share reserve to such number of shares as equals not less than five times the number of shares necessary to provide for full exercise of Warrants owned by the Investor; or (v) the Issuer’s failure to increase the number of authorized shares of common stock of the Issuer within sixty days of having a number of authorized, unissued, and unreserved shares of common stock (excluding shares of common stock reserved for the Investor) of less than three times the number of shares necessary to provide for the issuance of common stock upon full exercise of the warrants owned by the Investor; or (vi) the Issuer terminates or replaces the entity or person serving as the transfer agent for the Issuer without obtaining the previous written consent of the Investor thirty days in advance of such termination or replacement; or (vii) the Issuer’s failure to appoint a new transfer agent approved by the Investor (such approval not to be unreasonably withheld) and to provide the Investor, within five business days following termination, resignation or replacement of the current transfer agent, an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and the terminated, resigned or replaced transfer agent; or (viii) the Issuer shall become insolvent or

DOCUMENT W-06132016

generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (ix) the Issuer shall make a general assignment for the benefit of creditors; or (x) the Issuer shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (xi) an involuntary proceeding shall be commenced or filed against the Issuer; or (xii) the Issuer’s common stock has an offering price of $0.0001 on its principal trading market at any time; or (xiii) the Issuer’s market capitalization (the number of shares of common stock issued and outstanding multiplied by the price per share of common stock) is less than $200,000 at any time or decreases to less than 50% of the market capitalization on the Effective Date of any payment of Consideration under the Note; or (xiv) the price per share of the Issuer’s common stock decreases to less than 50% of the price per share on the Effective Date of any payment of Consideration; or (xv) the Issuer shall lose its status as “DTC Eligible” or the Issuer’s shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System; or (xvi) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (xvii) the Issuer shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website.

1.12.

Remedies. For each notice of exercise of a warrant, in the event that shares are not delivered by the third business day (inclusive of the day of exercise), a fee of $2,000 per day will be assessed for each day after the third business day (inclusive of the day of exercise) until share delivery is made; and such fee will be added to the Aggregate Exercise Amount of the Warrant (under the Investor’s and the Issuer’s expectations that any penalty amounts will tack back to the Initial Issue Date of the Warrant). The Issuer will not be subject to any penalties once its transfer agent correctly processes the shares to the DWAC system. Upon each occurrence of any other event of default enumerated in Section 1.11 above, the Investor may asses and apply a fee against the Issuer of $25,000 at any time any Aggregate Exercise Amount remains outstanding on this Warrant, regardless of whether such event of default has been cured or remedied. The parties agree that the fee shall be added to the Aggregate Exercise Amount of the Warrant and shall tack back to the Initial Issue Date of the Warrant for purposes of Rule 144. The Investor agrees that for each Event of Default that triggers a remedy under this Section, the Investor may apply the liquidated damages amount to either the Note or the Warrant, at its election, but shall not apply duplicated liquidated damages to both the Note and the Warrant for the same occurrence of an Event of Default. The parties acknowledge and agree that upon an event of default, Investor’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and future share prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under this Note or any other Transaction Document between the parties are intended by the parties to be, and shall be deemed, liquidated damages. The parties agree that such liquidated damages are a reasonable estimate of Investor’s actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder, at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Note is entered into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided for in this Note and the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties as of the Effective Date and are consistent with investments of this type. The liquidated damages provisions shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however, that the liquidated damages are intended to be in lieu of actual damages.

1.13

Choice of Remedies. Nothing herein, including, but not limited to, Holder’s electing to pursue its rights under Sections 1.9, 1.10 or 1.12 of this Warrant, shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. In this regard, the Company hereby agrees that the Holder will be entitled to obtain specific performance and/or injunctive relief with respect to any default under this Warrant, including, without limitation, with respect to the Issuer’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof, or the Issuer’s obligations regarding the reservation of shares and its transfer agent, including the use, termination, replacement or resignation of the transfer agent and the obligation to deliver an irrevocable instruction and share reservation letter with any subsequent transfer agent. The Issuer agrees that, in such event, all requirements for specific performance and/or preliminary and permanent injunctive relief will be satisfied, including that the Investor would suffer irreparable harm for which there would be no adequate legal remedy. The Issuer further agrees that it will not object to a court or arbitrator granting or ordering specific

DOCUMENT W-06132016

performance or preliminary and/or permanent injunctive relief in the event the Investor demonstrates that the Issuer has failed to comply with any obligation herein. Such a grant or order may require the Issuer to immediately issue shares to the Investor pursuant to a Notice of Exercise, and/or require the Issuer to immediately satisfy its obligations regarding the reservation of shares and its transfer agent, including the use, termination, replacement or resignation of the Issuer’s transfer agent and the obligation to deliver an irrevocable instruction and share reservation letter with any subsequent transfer agent. The Issuer further expressly waives any right to any bond in connection with any temporary or preliminary injunction.

1.14

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The Company shall pay all transfer agent fees required for same-day processing of any Notice of Exercise.

1.15

Holder’s Exercise Limitations. Unless otherwise agreed in writing by both the Company and the Holder, at no time will the Holder exercise any amount of this Warrant to purchase Common Stock that would result in the Holder owning more than 4.99% of the Common Stock outstanding of the Company (the “Beneficial Ownership Limitation”). Upon the written or oral request of Holder, the Company shall within twenty-four (24) hours confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.

ARTICLE 2 ADJUSTMENTS

2.1

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 2.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

2.2

Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock (including pursuant to the terms of any outstanding securities issued prior to the issuance of this security (including, but not limited to, warrants, convertible notes, or other agreements)) or any security entitling the holder thereof (including pursuant to sales, grants, conversions, warrant exercises or other issuances to the Holder as a result of these Transaction Documents, prior transaction documents, or future transaction documents) to acquire Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (a “Common Stock Equivalent”), at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price regardless of whether such holder has received or ever receives shares at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall

DOCUMENT W-06132016

be reduced and only reduced to equal the Base Share Price and consequently the number of Warrant Shares issuable hereunder shall be increased such that the Aggregate Exercise Amount hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the Aggregate Exercise Amount prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the Holder, in writing, no later than the business day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 2.2, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). In addition, the Company and/or its transfer agent shall provide the Holder, whenever the Holder requests at any time while this Warrant is outstanding, a schedule of all issuances of Common Stock or Common Stock Equivalents since the date of the Securities Purchase Agreement, including the applicable issuance price, or applicable reset price, exchange price, conversion price, exercise price and other pricing terms. The term issuances shall also include all agreements to issue, or prospectively issue Common Stock or Common Stock Equivalents, regardless of whether the issuance contemplated by such agreement is consummated. The Company shall notify the Holder in writing of any issuances within twenty-four (24) hours of such issuance. For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2.2, upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price.

2.3

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 2.1 or 2.2 above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

2.4

Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 2.3), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness or rights or warrants so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share

DOCUMENT W-06132016

of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

2.5

Notice to Holder. Whenever the Exercise Price is adjusted pursuant to any provision of this Article 2, the Company shall promptly notify the Holder (by written notice) setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ARTICLE 3 COMPANY COVENANTS

3.1

Reservation of Shares. As set forth in Section 2.2 of document SPA-06132016, as of the issuance date of this Warrant and for the remaining period during which the Warrant is exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Warrant Shares upon the full exercise of this Warrant. The Company represents that upon issuance, such Warrant Shares will be duly and validly issued, fully paid and non-assessable. The Company agrees that its issuance of this Warrant constitutes full authority to its officers, agents and transfer agents who are charged with the duty of executing and issuing shares to execute and issue the necessary Warrant Shares upon the exercise of this Warrant. No further approval or authority of the stockholders of the Board of Directors of the Company is required for the issuance of the Warrant Shares.

3.2

No Adverse Actions. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

ARTICLE 4 MISCELLANEOUS

4.1

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

4.2

Transferability. Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, by a written assignment of this Warrant duly executed by the Holder or its agent or attorney. If necessary to obtain a new warrant for any assignee, the Company, upon surrender of this Warrant, shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and such new Warrants, for purposes of Rule 144, shall tack back to the original date of this Warrant. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

4.3

Assignability. The Company may not assign this Warrant. This Warrant will be binding upon the Company and its successors, and will inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder to anyone of its choosing without the Company’s approval.

DOCUMENT W-06132016

4.4

Notices. Any notice required or permitted hereunder must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.

4.5

Governing Law, Legal Proceedings, and Arbitration. This Warrant will be governed by, construed and enforced in accordance with the substantive laws of the State of Nevada (including any rights to specific relief provided for under Nevada statutes), without regard to the conflict of laws principles thereof. The parties hereby warrant and represent that the selection of Nevada law as governing under this Warrant (i) has a reasonable nexus to each of the Parties and to the transactions contemplated by the Warrant; and (ii) does not offend any public policy of Nevada, Florida, or of any other state, federal, or other jurisdiction.

Any action brought by either party against the other arising out of or related to this Warrant, or any other agreements between the parties, shall be commenced only in the state or federal courts of general jurisdiction located in Miami-Dade County, in the State of Florida, except that all such disputes between the parties shall be subject to alternative dispute resolution through binding arbitration at the Investor’s sole discretion and election (regardless of which party initiates the legal proceedings). The parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim within the same proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be waived and such party will forever be barred from asserting such a claim. Both parties and the individuals signing this Note agree to submit to the jurisdiction of such courts or to such arbitration panel, as the case may be.

If the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in Miami-Dade County and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures in effect on the Issue Date of this Warrant, except as modified by this Warrant. The Investor’s demand for arbitration shall be made in writing, delivered to the other party, and filed with the American Arbitration Association. The American Arbitration Association must receive the demand for arbitration prior to the date when the institution of legal or equitable proceedings would be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already commenced, and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the institution of legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the discretion of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’ subpoena power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which he or she deems proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations on, damages and other relief as expressly set forth in this Warrant. The award and decision of the arbitrator(s) shall be conclusive and binding on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves the right, but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.

4.6

Delivery of Process by Holder to the Company. In the event of any action or proceeding by Holder against the Company, and only by Holder against the Company, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding may be made by Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known address or to its last known attorney set forth in its most recent SEC filing.

4.7

No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 1.1. So long as this Warrant is unexercised, this Warrant carries no voting rights and does not convey to the Holder any “control” over the Company, as such term may be interpreted by the SEC under the Securities Act or the Exchange Act, regardless of whether the price of the Company’s Common Stock exceeds the Exercise Price.

DOCUMENT W-06132016

4.8

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

4.9

Attorney Fees. In the event any attorney is employed by either party to this Warrant with regard to any legal or equitable action, arbitration or other proceeding brought by such party for the enforcement of this Warrant or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Warrant, the prevailing party in such proceeding will be entitled to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled.

4.10

Opinion of Counsel. The Company shall provide the Holder with an opinion of counsel prior to the Initial Issue Date of this Warrant that neither this Warrant, nor any other agreement between the parties, nor any of their terms (including, but not limited to, interest, original issue discount, conversion terms, warrants terms, penalties, fees or liquidated damages), individually or collectively violate any usury laws in the State of Nevada. Prior to the Initial Issue Date of this Warrant, the Issuer and its management have reviewed such opinion, consulted their counsel on the opinion and on the matter of usury, and have further researched the matter of usury to their satisfaction. Further, the Issuer and its management agree with the opinion of the Issuer’s counsel that neither this Warrant nor any other agreement between the parties is usurious and they agree they will not raise a claim of usury as a defense to the performance of the Issuer’s obligations under this Warrant or any other agreement between the parties. THE ISSUER HEREBY WARRANTS AND REPRESENTS THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS AGREEMENT (I) HAS A REASONABLE NEXUS TO EACH OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THESE AGREEMENTS; AND (II) DO NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA, OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION. In the event that an opinion of counsel is needed for any matter related to this Warrant, Holder has the right to have any such opinion provided by its counsel. Holder also has the right to have any such opinion provided by the Company’s counsel.

4.11

Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.

4.12

Amendment Provision. The term “Warrant” and all references thereto, as used throughout this instrument, means this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.13

No Shorting. Holder agrees that so long as this Warrant remains unexercised in whole or in part, Holder will not enter into or effect any “short sale” of the common stock or hedging transaction which establishes a net short position with respect to the common stock of the Company. The Company acknowledges and agrees that as of the date of delivery to the Company of a fully and accurately completed Notice of Exercise, Holder immediately owns the common shares described in the Notice of Exercise and any sale of those shares issuable under such Notice of Exercise would not be considered short sales.

* * *

DOCUMENT W-06132016

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

N-VIRO INTERNATIONAL CORPORATION

By: /s/ Timothy R. Kasmoch

Timothy Kasmoch

Chief Executive Officer

HOLDER:

/s/ Justin Keener

JMJ Financial / Its Principal

DOCUMENT W-06132016

NOTICE OF EXERCISE

TO:

N-VIRO INTERNATIONAL CORPORATION

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1.3, to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1.3.

(3)

Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4)

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name: _______________________________________

Date: ________________________________________

EX-10.16 9 nvics1a2016923_ex10z16.htm EXHIBIT 10.16 - JMJ REG RIGHTS Exhibit 10.16 - JMJ Reg Rights

Exhibit 10.16

REGISTRATION RIGHTS AGREEMENT

DOCUMENT RR-06132016

This Registration Rights Agreement applies to the Securities Purchase Agreement SPA-06132106 (the “Agreement”) dated as of June 13, 2016, between N-Viro International Corporation, a Delaware corporation (the “Company” or “Issuer”), and JMJ Financial (the “Holder” or “Investor”). All capitalized terms not otherwise defined herein shall have the meanings given such terms in the Agreement.

The Company agrees to provide the Investor the following registration rights with respect to the Note and the Warrant.

Inducement to Enter Into Transactions. To induce the Investor to enter into the Agreement, the Issuer has agreed to provide registration rights for the common shares underlying each of the Note and the Warrant. The Issuer agrees and acknowledges that registration rights are a material inducement for the Investor to enter into the Agreement and the related transactions, and that the Investor would not have entered into the Agreement if registration of the underlying shares was not provided.

Mandatory Registration. No later than August 1, 2016 the Issuer agrees to file an S-1 Registration Statement with the SEC at its own expense to register 5,000,000 shares of common stock underlying the Note and the Warrant, as set forth below. The Issuer will thereafter use its best efforts to cause such Registration Statement to become effective as soon as possible after such filing but in no event later than ninety (90) days after the date of the Agreement. Failure to file the Registration Statement by August 1, 2016 will result in a penalty/liquidated damages of $50,000. Failure to have the Registration Statement declared effective within 90 days of the date of the Agreement will result in penalty/liquidated damages of an additional $25,000. Any such penalties/liquidated damages will be added to the balance of the Note (under the Investor’s and the Issuer’s expectation that those penalties/liquidated damages will tack back to the date of the Note for purposes of Rule 144).

Convertible Promissory Note Document A-06132016

Total Note Amount – $585,000 plus fees and interest

Common Stock Purchase Warrant Document W-06132016

Total Warrant Amount – $409,500

In total, 5,000,000 shares will be registered for share conversions or warrant exercises and may be used interchangeably or one in place of the other.

Correspondence and Information. Within two days of distribution or receipt of any information or correspondence between the Issuer and the SEC, the Issuer shall furnish to the Investor copies of all correspondence related to the registration statement.

Assignment of Registration Rights. The rights under this Registration Rights Agreement shall be automatically assignable by the Investor to any transferee of all or any portion of the Note or the Warrants or their underlying shares.

No Filing of Other Registration Statements and No Piggy-back Registrations. Unless otherwise approved by the Investor in Writing, the Issuer shall not file any other registration statements (except for S-8 registrations) until the registration statement described herein is declared effective by the SEC; and the Issuer will not include in this registration statement any securities other than those described herein and the shares of common stock related to the securities listed on the attached Schedule A. The Issuer may not file a new registration statement with the SEC within the 4 month period following the effective date of the registration statement described herein.

Governing Law, Legal Proceedings, and Arbitration. This Agreement will be governed by, construed and enforced in accordance with the substantive laws of the State of Nevada (including any rights to specific relief provided for under Nevada statutes), without regard to the conflict of laws principles thereof. The

parties hereby warrant and represent that the selection of Nevada law as governing under this Agreement (i) has a reasonable nexus to each of the Parties and to the transactions contemplated by the Agreement; and (ii) does not offend any public policy of Nevada, Florida, or of any other state, federal, or other jurisdiction.

Any action brought by either party against the other arising out of or related to this Agreement, or any other agreements between the parties, shall be commenced only in the state or federal courts of general jurisdiction located in Miami-Dade County, in the State of Florida, except that all such disputes between the parties shall be subject to alternative dispute resolution through binding arbitration at the Investor’s sole discretion and election (regardless of which party initiates the legal proceedings). The parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim within the same proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be waived and such party will forever be barred from asserting such a claim. Both parties and the individuals signing this Note agree to submit to the jurisdiction of such courts or to such arbitration panel, as the case may be.

If the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in Miami-Dade County and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures in effect on the date of this Agreement, except as modified by this Agreement. The Investor’s demand for arbitration shall be made in writing, delivered to the other party, and filed with the American Arbitration Association. The American Arbitration Association must receive the demand for arbitration prior to the date when the institution of legal or equitable proceedings would be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already commenced, and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the institution of legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the discretion of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’ subpoena power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which he or she deems proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations on, damages and other relief as expressly set forth in this Agreement. The award and decision of the arbitrator(s) shall be conclusive and binding on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves the right, but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.

Agreed, this 13th day of June, 2016.

ISSUER:

N-VIRO INTERNATIONAL CORPORATION

By: /s/ Timothy R. Kasmoch

Timothy Kasmoch

Chief Executive Officer

INVESTOR:

/s/ Justin Keener

JMJ Financial / Its Principal

DOCUMENT RR-06132016

Schedule A

Piggyback Registration Shares

[nvics1a2016923_ex10z16002.gif]

DOCUMENT RR-06132016

EX-10.17 10 nvics1a2016923_ex10z17.htm EXHIBIT 10.17 - JMJ SPA Exhibit 10.17 - JMJ SPA

Exhibit 10.17

SECURITIES PURCHASE AGREEMENT

DOCUMENT SPA-06132016

This Securities Purchase Agreement (this “Agreement”) is dated as of June 13, 2016, between N-Viro International Corporation, a Delaware corporation (the “Issuer”) and JMJ Financial (the “Investor”) (referred to collectively herein as the “Parties”).

WHEREAS, the Issuer desires to sell and Investor desires to purchase a Convertible Promissory Note due, subject to the terms therein, twelve (12) months from its effective date of issuance, issued by the Issuer to the Investor, in the form of Exhibit A attached hereto (the “Note”), and a Warrant to purchase 455,000 shares of the Issuer’s common stock for a period of five (5) years from the date hereof, issued by the Issuer to the Investor, in the form of Exhibit B attached hereto (the “Warrant,” and together with the Note, the “Securities”) as set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Issuer and the Investor agree as follows:

ARTICLE I PURCHASE AND SALE

1.1

Purchase and Sale. Upon the terms and subject to the conditions set forth herein, the Issuer agrees to sell, and the Investor agrees to purchase the Note, in an aggregate principal amount of $585,000, and a Warrant to purchase 455,000 shares of Issuer common stock with an aggregate exercise price of $409,500. The Investor shall deliver to the Issuer, via wire transfer, immediately available funds in the amount of US $525,000 (the “Purchase Price”) and the Issuer shall deliver to the Investor the Note and the Warrant, and the Issuer and the Investor shall deliver any other documents or agreements related to this transaction.

1.2

Effective Date. This Agreement will become effective only upon occurrence of the two following events: execution of this Agreement, the Note, and the Warrant by both the Issuer and the Investor, and delivery of the Purchase Price by the Investor to the Issuer.

1.3

Investor’s Put Option on Note. The Investor has the right, in its sole discretion, to require the Issuer to repurchase the Note from the Investor at any time after 150 days after its Effective Date in an amount equal to 125% of the sum of the Principal Sum plus all accrued and unpaid interest, OID, liquidated damages, fees and other amounts due on such Principal Sum. The Investor must provide the Issuer with at least 45 days advance written notice (the Investor may provide such notice at any time, including prior to the 150^th day after the Effective Date of the Note). The Investor may elect to cancel the repurchase notice at any time prior to receiving the repurchase payment from the Issuer. If the Investor cancels a repurchase notice the Investor shall retain the right to subsequently elect to require the Issuer to repurchase the Note from the Investor in the manner provided in this Section. Unless otherwise agreed in writing, all repurchase or other payments must be paid by the Issuer to the Investor by wire transfer of immediately available funds in US Dollars from a U.S. bank account of the Issuer or the Issuer’s attorney as the Investor does not accept payment from any third parties or from non-U.S. bank accounts.

ARTICLE II MISCELLANEOUS

2.1

Successors and Assigns. This Agreement may not be assigned by the Issuer. The Investor may assign any or all of its rights under this Agreement and agreements related to this transaction. The terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

2.2

Reservation of Shares. At all times during which the Note is outstanding or the Investor owns any Warrant exercisable for shares of the Issuer, the Issuer will reserve for the Investor from its authorized and unissued shares of common stock a number of shares of not less than five times the number of shares necessary to provide for the issuance of common stock upon the full conversion of the Note and upon full exercise of such Warrants (the share reservation may be used interchangeably for conversions of the Note or exercise of the Warrants). The Issuer initially shall reserve 8,000,000 shares of Common Stock for the Investor. The Issuer represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. The Issuer agrees that its issuance of the Note and the Warrant constitutes full authority to its officers, agents and transfer agents who are charged with the duty of executing and issuing shares to execute and issue the necessary shares of common stock upon the conversion

of the Note and the exercise of the Warrant. No further approval or authority of the stockholders or the Board of Directors of the Issuer will be required for the issuance and sale of the Securities to be sold by the Issuer as contemplated by the Agreement or for the issuance of the shares contemplated by the Note or the shares contemplated by the Warrant. The Issuer represents that Olde Monmouth Stock Transfer Co., Inc. serves as the Issuer’s transfer agent as of the date of this Agreement. The Issuer acknowledges that Olde Monmouth Stock Transfer Co., Inc. is a party to an irrevocable instruction and share reservation letter agreement between the Issuer, the transfer agent and the Investor regarding this Note. The Issuer agrees that the Issuer’s use of Olde Monmouth Stock Transfer Co., Inc. as its transfer agent is material to the Investor, that the Issuer may not terminate or replace Olde Monmouth Stock Transfer Co., Inc. as the Issuer’s transfer agent without obtaining the Investor’s written consent thirty days in advance of such termination or replacement, and that the Issuer must provide the Investor, within five business days following the termination, resignation or replacement of Olde Monmouth Stock Transfer Co., Inc. or any subsequent transfer agent an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and Olde Monmouth Stock Transfer Co., Inc.

2.3

Mandatory Registration Rights. The Issuer is required to register the common shares of the Issuer into which the Note is convertible and the common shares of the Issuer for which the Warrant is exercisable, as set forth in Registration Rights Agreement RR-06132016 between the Issuer and the Investor.

2.4

Rule 144 Tacking Back and Registration Rights. Whenever the Note or Warrant or any other document related to this transaction provides that a conversion amount, make-whole amount, penalty, fee, liquidated damage, or any other amount or shares (a “Tack Back Amount”) tacks back to the original date of the Note, Warrant, or document for purposes of Rule 144 or otherwise, in the event that such Tack Back Amount was registered or carried registration rights, then that Tack Back Amount shall have the same registration status or registration rights as were in effect immediately prior to the event that gave rise to such Tack Back Amount tacking back. For example, if the Investor converts a portion of the Note and receives registered shares and the Investor later rescinds that conversion, the conversion amount would be returned to the principal balance of the Note and upon any future conversion of the Note the amount converted would be convertible into shares registered on that registration statement.

2.5

Terms of Future Financings. So long as the Note is outstanding, upon any issuance by the Issuer or any of its subsidiaries of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Investor in the Note or the warrants, such term, at the Investor’s option, shall become a part of the transaction documents with the Investor. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion rights, conversion discounts, conversion lookback periods, interest rates, original issue discounts, and warrant coverage. The Issuer shall notify the Investor of such additional or more favorable term, including the applicable issuance price, or applicable reset price, exchange price, conversion price, exercise price and other pricing terms, and, at any time while the Note or any warrant is outstanding, the Investor may request of the Issuer and/or its transfer agent (and they will provide) a schedule of all issuances since the date of this Agreement of shares of common stock or of securities entitling the holder thereof to acquire shares of common stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, shares of common stock of the Issuer.

2.6

180 Day Prohibition on Convertible Securities. Without the written consent of the Investor, the Issuer may not issue within 180 days after the Effective Date of the Note any security that is under any circumstance convertible into or exercisable or exchangeable for shares of common stock of the Issuer within twelve months after its date of issue, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. At the Investor’s election, so long as any balance remains outstanding on the Note, the Issuer must use 50% of the first $600,000 of proceeds from any debt or equity issued by the Issuer to pay off the amount due under the Note.

DOCUMENT SPA-06132016

2.7

Governing Law, Legal Proceedings, and Arbitration. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF NEVADA (INCLUDING ANY RIGHTS TO SPECIFIC RELIEF PROVIDED FOR UNDER NEVADA STATUTES), WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. THE PARTIES HEREBY WARRANT AND REPRESENT THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS AGREEMENT (I) HAS A REASONABLE NEXUS TO EACH OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENT; AND (II) DOES NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA, OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION.

ANY ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR ANY OTHER AGREEMENTS BETWEEN THE PARTIES, SHALL BE COMMENCED ONLY IN THE STATE OR FEDERAL COURTS OF GENERAL JURISDICTION LOCATED IN MIAMI-DADE COUNTY, IN THE STATE OF FLORIDA, EXCEPT THAT ALL SUCH DISPUTES BETWEEN THE PARTIES SHALL BE SUBJECT TO ALTERNATIVE DISPUTE RESOLUTION THROUGH BINDING ARBITRATION AT THE INVESTOR’S SOLE DISCRETION AND ELECTION (REGARDLESS OF WHICH PARTY INITIATES THE LEGAL PROCEEDINGS). The parties agree that, in connection with any such arbitration proceeding, each shall submit or file any claim which would constitute a compulsory counterclaim within the same proceeding as the claim to which it relates. Any such claim that is not submitted or filed in such proceeding shall be waived and such party will forever be barred from asserting such a claim. Both parties and the individuals signing this Note agree to submit to the jurisdiction of such courts or to such arbitration panel, as the case may be.

If the Investor elects alternative dispute resolution by arbitration, the arbitration proceedings shall be conducted in Miami-Dade County and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures in effect on the date of this Agreement, except as modified by this Agreement. The Investor’s demand for arbitration shall be made in writing, delivered to the other party, and filed with the American Arbitration Association. The American Arbitration Association must receive the demand for arbitration prior to the date when the institution of legal or equitable proceedings would be barred by the applicable statute of limitations, unless legal or equitable proceedings between the parties have already commenced, and the receipt by the American Arbitration Association of a written demand for arbitration also shall constitute the institution of legal or equitable proceedings for statute of limitations purposes. The parties shall be entitled to limited discovery at the discretion of the arbitrator(s) who may, but are not required to, allow depositions. The parties acknowledge that the arbitrators’ subpoena power is not subject to geographic limitations. The arbitrator(s) shall have the right to award individual relief which he or she deems proper under the evidence presented and applicable law and consistent with the parties’ rights to, and limitations on, damages and other relief as expressly set forth in this Agreement. The award and decision of the arbitrator(s) shall be conclusive and binding on all parties, and judgment upon the award may be entered in any court of competent jurisdiction. The Investor reserves the right, but shall have no obligation, to advance the Issuer’s share of the costs, fees and expenses of any arbitration proceeding, including any arbitrator fees, in order for such arbitration proceeding to take place, and by doing so will not be deemed to have waived or relinquished its right to seek the recovery of those amounts from the arbitrator, who shall provide for such relief in the final award, in addition to the costs, fees, and expenses that are otherwise recoverable. The foregoing agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof.

2.8

Right to Specific Performance and Injunctive Relief. Nothing herein shall limit the Investor’s right to pursue any remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. In this regard, the Issuer hereby agrees that the Investor will be entitled to obtain specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver shares of common stock as required pursuant to the terms of the Note or the Warrant or the Issuer’s obligations regarding the reservation of shares and its transfer agent, including the use, termination, replacement or resignation of the transfer agent and the obligation to deliver an irrevocable instruction and share reservation letter with any subsequent transfer agent. The Issuer agrees that, in such event, all requirements for specific performance and/or preliminary and permanent injunctive relief will be satisfied, including that the Investor would suffer irreparable harm for which there would be no adequate legal remedy. The Issuer further agrees that it will not object to a court or arbitrator granting or ordering specific performance or preliminary and/or permanent injunctive relief in the event the Investor demonstrates that the Issuer has failed to comply with any obligation herein. Such a grant or order may require the Issuer to immediately issue shares to the Investor, and/or require the Issuer to immediately satisfy its obligations

DOCUMENT SPA-06132016

regarding the reservation of shares and its transfer agent, including the use, termination, replacement or resignation of the transfer agent and the obligation to deliver an irrevocable instruction and share reservation letter with any subsequent transfer agent. The Issuer further expressly waives any right to any bond in connection with any temporary or preliminary injunction.

2.9

Due Diligence. Issuer has performed due diligence and background research on Investor and its affiliates including, without limitation, Justin Keener, to its satisfaction, including but not limited to a “Google search” and FINRA Expedited Proceeding No. FPI110005. Issuer, being aware of the information, acknowledges and agrees that such information, or any similar information, has no bearing on the transactions contemplated by these documents and agrees it will not use any such information as a defense to performance of its obligations under these documents or in any attempt to avoid, modify, or reduce such obligations.

2.10

Delivery of Process by Investor to Issuer. In the event of any action or proceeding by the Investor against the Issuer, and only by Investor against the Issuer, service of copies of summons and/or complaint and/or any other process which may be served in any such action or proceeding may be made by Investor via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of such process to the Issuer at its last known address or to its last known attorney as set forth in its most recent SEC filing.

2.11

Opinion of Counsel. The Issuer shall provide the Investor with an opinion of counsel prior to the Effective Date of this Agreement that neither this Agreement, nor any other agreement between the parties, nor any of their terms (including, but not limited to, interest, original issue discount, conversion terms, warrants terms, penalties, fees or liquidated damages), individually or collectively violate any usury laws in the State of Nevada. Prior to the closing of this transaction, the Issuer and its management have reviewed such opinion, consulted their counsel on the opinion and on the matter of usury, and have further researched the matter of usury to their satisfaction. Further, the Issuer and its management agree with the opinion of the Issuer’s counsel that neither this Agreement nor any other agreement between the parties is usurious and they agree they will not raise a claim of usury as a defense to the performance of the Issuer’s obligations under this Agreement or any other agreement between the parties. THE ISSUER HEREBY WARRANTS AND REPRESENTS THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS AGREEMENT (I) HAS A REASONABLE NEXUS TO EACH OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THESE AGREEMENTS; AND (II) DO NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA, OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION. In the event that any other opinion of counsel is needed for any matter related to this Agreement, the Investor has the right to have any such opinion provided by its counsel. Investor also has the right to have any such opinion provided by Issuer’s counsel.

2.12

Notices. Any notice required or permitted hereunder must be in writing and either be personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.

2.13

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of this Agreement may be effected by email.

2.14

Expenses. The Issuer and the Investor shall pay all of their own costs and expenses incurred with respect to the negotiation, execution, delivery and performance of this Agreement. In the event any attorney is employed by either party to this Agreement with respect to legal or equitable action, arbitration or other proceeding brought by such party for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party in such proceeding will be entitled to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled.

2.15

No Public Announcement. Except as required by securities law, no public announcement may be made regarding this Agreement, the Note, the Warrant, or the Purchase Price without written permission by both the Issuer and the Investor.

DOCUMENT SPA-06132016

2.16

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 13th day of June, 2016.

ISSUER:

N-VIRO INTERNATIONAL CORPORATION

By: /s/ Timothy R. Kasmoch

Timothy Kasmoch

Chief Executive Officer

INVESTOR:

/s/ Justin Keener

JMJ Financial / Its Principal

I, Timothy Kasmoch, personally guarantee that, as set forth in Section 2.2 above, in the event of a change in the Issuer’s transfer agent, the Issuer will provide the Investor, within five business days following termination, resignation or replacement of the Issuer’s transfer agent or any subsequent transfer agent, an irrevocable instruction and share reservation letter, executed by the Issuer and the new transfer agent, providing rights to the Investor identical to the rights provided to the Investor in the irrevocable instruction and share reservation letter between the Issuer, the Investor, and Olde Monmouth Stock Transfer Co., Inc. This personal guarantee is limited to and applies only to the terms of this paragraph.

/s/ Timothy R. Kasmoch

Timothy Kasmoch

[Securities Purchase Agreement Signature Page]

DOCUMENT SPA-06132016

EX-10.18 11 nvics1a2016923_ex10z18.htm EXHIBIT 10.18 - JMJ NOTE - JAN 2016 Exhibit 10.18 - JMJ Note - Jan 2016

Exhibit 10.18

NVIC

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, N-Viro International Corporation, a Delaware corporation (the “Issuer” of this Security) with at least 8,900,000 common shares issued and outstanding, issues this Security and promises to pay to JMJ Financial, a Nevada sole proprietorship, or its Assignees (the “Investor”) the Principal Sum along with the Interest Rate and any other fees according to the terms herein. This Note will become effective only upon execution by both parties and delivery of the first payment of Consideration by the Investor (the “Effective Date”).

The Principal Sum is up to $500,000 (five hundred thousand) plus accrued and unpaid interest and any other fees. The Consideration is $450,000 (four hundred fifty thousand) payable by wire (there exists a $50,000 original issue discount (the “OID”)). The Investor shall pay $100,000 of Consideration upon closing of this Note. The Investor may pay additional Consideration to the Issuer in such amounts and at such dates as the Investor may choose, however, the Issuer has the right to reject any of those payments within 24 hours of receipt of rejected payments. THE PRINCIPAL SUM DUE TO THE INVESTOR SHALL BE BASED ON THE CONSIDERATION ACTUALLY PAID BY INVESTOR (PLUS AN APPROXIMATE 10% ORIGINAL ISSUE DISCOUNT THAT IS BASED ON THE CONSIDERATION ACTUALLY PAID BY THE INVESTOR AS WELL AS ANY OTHER INTEREST OR FEES) SUCH THAT THE ISSUER IS ONLY REQUIRED TO REPAY THE AMOUNT FUNDED AND THE ISSUER IS NOT REQUIRED TO REPAY ANY UNFUNDED PORTION OF THIS NOTE. The Maturity Date is two years from the Effective Date of each payment (the “Maturity Date”) and is the date upon which the Principal Sum of this Note, as well as any unpaid interest and other fees, shall be due and payable. The Conversion Price is the lesser of $.77 or 60% of the lowest trade price in the 25 trading days previous to the conversion (In the case that conversion shares are not deliverable by DWAC an additional 10% discount will apply; and if the shares are ineligible for deposit into the DTC system and only eligible for Xclearing deposit an additional 5% discount shall apply; in the case of both an additional cumulative 15% discount shall apply). Unless otherwise agreed in writing by both parties, at no time will the Investor convert any amount of the Note into common stock that would result in the Investor owning more than 4.99% of the common stock outstanding.

ZERO Percent Interest for the First Three Months. The Issuer may repay this Note at any time on or before 90 days from the Effective Date, after which the Issuer may not make further payments on this Note prior to the Maturity Date without written approval from the Investor. If the Issuer repays a payment of Consideration on or before 90 days from the Effective Date of that payment, the Interest Rate on that payment of Consideration shall be ZERO PERCENT (0%). If the Issuer does not repay a payment of Consideration on or before 90 days from its Effective Date, a one-time Interest charge of 12% shall be applied to the Principal Sum. Any interest payable is in addition to the OID, and that OID remains payable regardless of time and manner of payment by the Issuer.

Conversion. The Investor has the right, at any time after 180 days after the Effective Date, at its election, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the Issuer as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price. Conversions may be delivered to the Issuer by method of the Investor’s choice (including but not limited to email, facsimile, mail, overnight courier, or personal delivery), and all conversions shall be cashless and not require further payment from the Investor. If no objection is delivered from the Issuer to the Investor regarding any variable or calculation of the conversion notice within 24 hours of delivery of the conversion notice, the Issuer shall have been thereafter deemed to have irrevocably confirmed and irrevocably ratified such notice of conversion and waived any objection thereto. The Issuer shall deliver the shares from any conversion to the Investor (in any name directed by the Investor) within 3 (three) business days of conversion notice delivery.

Conversion Delays. If the Issuer fails to deliver shares in accordance with the timeframe stated in Section 2, the Investor, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion shares returned to the Issuer (under the Investor’s and the Issuer’s expectations that any returned conversion amounts will tack back to the original date of the Note). In addition, for each conversion, in the event that shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $2,000 per day will be assessed for each day after the third business day (inclusive of the day of the conversion) until share delivery is made; and such penalty will be added to the Principal Sum of the Note (under the Investor’s and the Issuer’s expectations that any penalty amounts will tack back to the original date of the Note).

Reservation of Shares. At all times during which this Note is convertible, the Issuer will reserve from its authorized and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of this Note. The Issuer will at all times reserve at least 2,500,000 shares of Common Stock for conversion.

Piggyback Registration Rights. The Issuer shall include on the next registration statement the Issuer files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than $25,000, being immediately due and payable to the Investor at its election in the form of cash payment or addition to the balance of this Note.

Default. The following are events of default under this Note: (i) the Issuer shall fail to pay any principal under the Note when due and payable (or payable by conversion) thereunder; or (ii) the Issuer shall fail to pay any interest or any other amount under the Note when due and payable (or payable by conversion) thereunder; or (iii) a receiver, trustee or other similar official shall be appointed over the Issuer or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (iv) the Issuer shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (v) the Issuer shall make a general assignment for the benefit of creditors; or (vi) the Issuer shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or filed against the Issuer; or (viii) the Issuer shall lose its status as “DTC Eligible” or the Issuer’s shareholders shall lose the ability to deposit (either electronically or by physical certificates, or otherwise) shares into the DTC System; or (ix) the Issuer shall become delinquent in its filing requirements as a fully-reporting issuer registered with the SEC; or (x) the Issuer shall fail to meet all requirements to satisfy the availability of Rule 144 to the Investor or its assigns including but not limited to timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website.

Remedies. In the event of any default, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, shall become, at the Investor’s election, immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon. Commencing five (5) days after the occurrence of any event of default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Investor need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Investor may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Investor at any time prior to payment hereunder and the Investor shall have all rights as a holder of the note until such time, if any, as the Investor receives full payment pursuant to this Section 8. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Investor’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.

10.

11.

Governing Law. This Note will be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Florida or in the federal courts located in Miami-Dade County, in the State of Florida. Both parties and the individuals signing this Agreement agree to submit to the jurisdiction of such courts.

12.

13.

14.

Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, the Investor has the right to have any such opinion provided by its counsel. Investor also has the right to have any such opinion provided by Issuer’s counsel.

15.

Notices. Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.

Issuer:

Investor:

/s/ Timothy R. Kasmoch

/s/ Justin Keener

Timothy Kasmoch

JMJ Financial

N-Viro International Corporation

Its Principal

Chief Executive Officer

Date: January 15, 2016

Date: January 20, 2016

EX-10.19 12 nvics1a2016923_ex10z19.htm EXHIBIT 10.19 - TANGIERS INVEST GRP Exhibit 10.19 - Tangiers Invest Grp

EXHIBIT A

Exhibit 10.19

Note: March 4, 2016

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH BELOW.

10% CONVERTIBLE PROMISSORY NOTE

N-VIRO INTERNATIONAL CORP.

Issuance Date: March 4, 2016

Total Face Value of Note: $58,500

THIS NOTE is a duly authorized Convertible Promissory Note of N-Viro International Corp. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company's 10% Convertible Promissory Note due March 4, 2017 (“Maturity Date”) in the principal amount of $58,500 (the “Note”).

FOR VALUE RECEIVED, the Company hereby promises to pay to the order of Tangiers Investment Group, LLC or its registered assigns or successors-in-interest (“Holder”) the Principal Sum of $58,500 (the “Principal Sum”) and to pay “guaranteed” interest on the principal balance hereof at an amount equivalent to 10% of the Principal Sum, to the extent such Principal Sum and “guaranteed” interest and any other interest, fees, liquidated damages and/or items due to Holder herein have been repaid or converted into the Company's Common Stock (the “Common Stock”), in accordance with the terms hereof. If the Company pays the Note off in full within 90 days following the Effective Date as per the pre-payment terms detailed below, the Holder agrees to waive the 10% interest charge. The sum of $50,000 shall be remitted and delivered to the Company, and $8,500 shall be retained by the Purchaser through an original issue discount (the “OID”) for due diligence and legal bills related to this transaction.

In addition to the “guaranteed” interest referenced above, and in the Event of Default pursuant to Section 2(a), additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 20% per annum or the highest rate permitted by law (the “Default Rate”).

This Note will become effective only upon the execution by both parties, including the execution of Exhibits B, C and D and the Irrevocable Transfer Agent Instructions and delivery of the initial payment of consideration by the Holder (the “Effective Date”).

This Note may be prepaid by the Company, in whole or in part, according to the following schedule:


Days Since Effective Date	Prepayment Amount
Under 30	100% of Principal Amount
31-60	110% of Principal Amount
61-90	120% of Principal Amount
91-120	130% of Principal Amount
121-150	140% of Principal Amount
151-180	150% of Principal Amount

After 180 days from the Effective Date this Note may not be prepaid without written consent from Holder, which consent may be withheld, delayed or denied in Holder’s sole and absolute discretion. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day. If the Note is in default, per Section 2.00 below, the Company may not prepay the Note without written consent of the Holder.

For purposes hereof the following terms shall have the meanings ascribed to them below:

“Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed.

“Conversion Price” shall be equal to the lower of: (a) $.60 per share or (b) 60% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note. For the purpose of calculating the Conversion Price only, any time after 4:00 pm Eastern Time (the closing time of the Principal Market) shall be considered to be the beginning of the next Business Day. If the Company is placed on “chilled” status with the Depository Trust Company (“DTC”), the discount shall be increased by 10%, i.e., from 40% to 50%, until such chill is remedied. If the Company is not Deposits and Withdrawal at Custodian (“DWAC”) eligible through their Transfer Agent and DTC’s Fast Automated Securities Transfer (“FAST”) system, the discount will be increased by 5%, i.e., from 40% to 45%,. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 40% to 55%. Any default of this Note not remedied within the applicable cure period will result in a permanent additional 10% increase, i.e., from 40% to 50%, in addition to any other discount, as provided above, to the Conversion Price discount.

“Principal Amount” shall refer to the sum of (i) the original principal amount of this Note (including the original issue discount, prorated if the Note has not been funded in full), (ii) all guaranteed and other accrued but unpaid interest hereunder, (iii) any fees due hereunder, (iv) liquidated damages, and (v) any default payments owing under the Note, in each case previously paid or added to the Principal Amount.

“Principal Market” shall refer to the primary exchange on which the Company’s common stock is traded or quoted.

“Trading Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.

“Underlying Shares” means the shares of common stock into which the Note is convertible (including interest, fees, liquidated damages and/or principal payments in common stock as set forth herein) in accordance with the terms hereof.

The following terms and conditions shall apply to this Note:

Section 1.00

Conversion.

(a)

Conversion Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder's sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock as per the Conversion Formula. The date of any conversion notice (“Conversion Notice”) hereunder shall be referred to herein as the “Conversion Date”.

(b)

Stock Certificates or DWAC. The Company will deliver to the Holder, or Holder’s authorized designee, no later than 2 Trading Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading restrictions if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the Securities Act of 1933, as amended) representing the number of shares of Common Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the shares of Common Stock issuable upon conversion of this Note, provided the Company's transfer agent is participating in DTC’s FAST program, the Company shall instead use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its DWAC program (provided that the same time periods herein as for stock certificates shall apply).

(c) Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made without charge to the Holder for any issuance fee, transfer tax, legal opinion and related charges, postage/mailing charge or any other expense with respect to the issuance of such Common Stock. Company shall pay all Transfer Agent fees incurred from the issuance of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a condition to effectuate such issuance. Any such fees or charges, as noted in this Section that are paid by the Holder (whether from the Company’s delays, outright refusal to pay, or otherwise), will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.

(d)

Delivery Timeline. If the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC program) pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will be automatically added to the Principal Sum of the Note and tack back to the Effective Date for purposes of Rule 144.

(e)

Reservation of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, five times the number of shares of Common Stock as shall be issuable (taking into account the adjustments under this Section 1, but without regard to any ownership limitations contained herein) upon the conversion of this Note (consisting of the Principal Amount) to Common Stock (the “Required Reserve”). The Company covenants that all shares of Common Stock that shall be issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable (if eligible). If the amount of shares on reserve in Holder’s name at the Company’s transfer agent for this Note shall drop below the Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent to increase the number of shares so that the Required Reserve is met. In the event that the Company does not instruct the transfer agent to increase the number of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this instruction as per the terms of the Irrevocable Transfer Agent Instructions attached to this Note. The Company agrees that the maintenance of the Required Reserve is a material term of this Note and any breach of this Section 1.00(e) will result in a default of the Note.

The Company agrees that this is a material term of this Note and any breach of this Section 1.00(e) will result in a default of the Note.

(f)

Conversion Limitation. The Holder will not submit a conversion to the Company that would result in the Holder beneficially owning more than 9.99% of the then total outstanding shares of the Company (“Restricted Ownership Percentage”).

(g)

Conversion Delays. If the Company fails to deliver shares in accordance with the timeframe stated in Section 1.00(b), the Holder, at any time prior to selling all of those shares, may rescind any portion, in whole or in part, of that particular conversion attributable to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares returned to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.

(h)

Shorting and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock prior to conversion.

(i)

Conversion Right Unconditional. If the Holder shall provide a Conversion Notice as provided herein, the Company's obligations to deliver Common Stock shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach by the Holder of any obligation to the Company.

Section 2.00

Defaults and Remedies.

(a)

Events of Default. An “Event of Default” is: (i) a default in payment of any amount due hereunder which default continues for more than 5 Trading Days after the due date; (ii) a default in the timely issuance of underlying shares upon and in accordance with terms of Section 1.00, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; (iii) failure by the Company for 3 days after notice has been received by the Company to comply with any material provision of this Note; (iv) failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; (v) if the Company is subject to any Bankruptcy Event; (vi) any failure of the Company to satisfy its “filing” obligations under Securities Exchange Act of 1934, as amended (the “1934 Act”) and the rules and guidelines issued by OTC Markets News Service, OTCMarkets.com and their affiliates; (vii) any failure of the Company to provide the Holder with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder; (viii) failure by the Company to maintain the Required Reserve in accordance with the terms of Section 1.00(e); (ix) failure of Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; (x) any delisting from a Principal Market for any reason; (xi) failure by Company to pay any of its Transfer Agent fees in excess of $2,000 or to maintain a Transfer Agent of record; (xii) failure by Company to notify Holder of a change in Transfer Agent within 24 hours of such change; (xiii) any trading suspension imposed by the Securities and Exchange Commission (“SEC”) under Sections 12(j) or 12(k) of the 1934 Act; or (xiv) failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of its filing requirements as a fully-reporting issuer registered with the SEC, requirements for XBRL filings, and requirements for disclosure of financial statements on its website.

(b)

Remedies. If an event of default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the “Mandatory Default Amount”. The Mandatory Default Amount means 150% of the outstanding Principal Amount of this Note. Commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, this Note shall accrue additional interest, in addition to the Note’s “guaranteed” interest, at a rate equal to the lesser of 20% per annum or the maximum rate permitted under applicable law. Finally, commencing 5 days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, an additional permanent 10% increase to the Conversion Price discount will go into effect. In connection with such acceleration described herein, the Holder need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section 2.00(b). No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Holder's right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer's failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.

Section 3.00

General.

(a)

Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys' fees and expenses, which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note.

(b)

Assignment, Etc. The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

(c)

Funding Window. The Company agrees that it will not enter into a convertible debt financing transaction with any party other than the Holder for a period of 10 Trading Days following the Effective Date. The Company agrees that this is a material term of this Note and any breach of this will result in a default of the Note.

(d)

Piggyback Registration Rights. The Company shall include on the next registration statement that the Company files with the SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure to do so will result in liquidated damages of 30% of the outstanding Principal Sum of this Note, but not less than $20,000, being immediately due and payable to the Holder at its election in the form of a cash payment or an addition to the Principal Sum of this Note.

(e)

Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such term, at the Holder's option, shall become a part of this Note and its supporting documentation.. The types of terms contained in the other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion look back periods, interest rates, original issue discount percentages and warrant coverage.

(f)

Governing Law; Jurisdiction.

(i)

Governing Law. This Note will be governed by and construed in accordance with the laws of the state of California without regard to any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction.

(ii)

Jurisdiction and Venue. Any dispute or claim arising to or in any way related to this Note or the rights and obligations of each of the parties shall be brought only in the state courts of California or in the federal courts located in San Diego County, California.

(iii)

No Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based on, or arising out of, under, or in connection with, this Note.

(iv)

Delivery of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and only by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney as set forth in its most recent SEC filing.

(v)

Notices. Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.

(g)

No Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as amended, on the basis of being a “bad actor” as that term is established in the September 13, 2013 Small Entity Compliance Guide published by the SEC.

(h)

Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates any applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal, fees, liquidated damages or interest on this Note.

[Signature Page to Follow.]

IN WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be duly executed on the day and in the year first above written.

N-VIRO INTERNATIONAL CORP.

By: /s/ Timothy R. Kasmoch

Name:

Timothy R. Kasmoch

Title:

President and Chief Executive Officer

Email:

tkasmoch@nviro.com

Address: 2254 Centennial Rd., Toledo, OH 43617

This Convertible Promissory Note of March 4, 2016 is accepted this 04 day of March , 2016 by

Tangiers Investment Group, LLC

By:

/s/ Michael Sobeck

Name: Michael Sobeck

Title: Managing Member

EXHIBIT A

FORM OF CONVERSION NOTICE

(To be executed by the Holder in order to convert all or part of that certain $58,500 Convertible Promissory Note identified as the Note)

DATE:

____________________________

FROM:

Tangiers Investment Group, LLC

Re:

$58,500 Convertible Promissory Note (this “Note”) originally issued by N-Viro International Corp., a Delaware corporation, to Tangiers Investment Group, LLC on March 4, 2016.

The undersigned on behalf of Tangiers Investment Group, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Sum (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.01 par value per share, of N-Viro International Corp. (the “Company”), according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note.

Conversion information:

Date to Effect Conversion

Aggregate Principal Sum of Note Being Converted

Aggregate Interest on Amount Being Converted

Remaining Principal Balance

Number of Shares of Common Stock to be Issued

Applicable Conversion Price

Signature

Name

Address

EXHIBIT B

WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF

N-VIRO INTERNATIONAL CORP.

The undersigned, being directors of N-Viro International Corp., a Delaware corporation (the “Company”), acting pursuant to the Bylaws of the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions:

Convertible Note with Tangiers Investment Group, LLC

The board of directors of the Company has reviewed and authorized the following documents relating to the issuance of a Convertible Promissory Note in the amount of $58,500 with Tangiers Investment Group, LLC.

The documents agreed to and dated March 4, 2016 are as follows:

10% Convertible Promissory Note of N-Viro International Corp.

Irrevocable Transfer Agent Instructions

Notarized Certificate of Corporate Secretary

Disbursement Instructions

IN WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of March 4, 2016.

/s/ James K. McHugh

By: James K. McHugh

Its: Corporate Secretary

EXHIBIT C

NOTARIZED CERTIFICATE OF CORPORATE SECRETARY OF

N-VIRO INTERNATIONAL CORP.

(Two Pages)

The undersigned, James K. McHugh , is the duly elected Corporate Secretary of N-Viro International Corp., a Delaware corporation (the “Company”).

I hereby warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial books and records, including, but not limited to, the Company’s records relating to the following:

(A)

The issuance of that certain convertible promissory note dated March 4, 2016 (the “Note Issuance Date”) issued to Tangiers Investment Group, LLC (the “Holder”) in the stated original principal amount of $58,500 (the “Note”);

(B)

The Company’s Board of Directors duly approved the issuance of the Note to the Holder;

(C)

The Company has not received and does not contemplate receiving any new consideration from any persons in connection with any later conversion of the Note and the issuance of the Company’s Common Stock upon any said conversion;

(D)

To my best knowledge and after completing the aforementioned review of the Company’s stockholder and corporate records, I am able to certify that the Holder (and the persons affiliated with the Holder) are not officers, directors, or directly or indirectly, ten percent (10.00%) or more stockholders of the Company and none of said persons has had any such status in the one hundred (100) days immediately preceding the date of this Certificate;

(E)

The Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable Instructions to the Company’s Stock Transfer Agent dated March 4, 2016;

(F)

Mark the appropriate selection:

X The Company represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, and has never been a shell company, as so defined; or

___ The Company represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, (ii) since ______, 201__, it has no longer been a shell company, as so defined, and (iii) on _______, 201__, it provided Form 10-type information in a filing with the Securities and Exchange Commission.

(G)

I understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended.

(H)

I understand that all of the representations set forth in this Certificate will be relied upon by counsel to Tangiers Investment Group, LLC in connection with the preparation of a legal opinion.

I hereby affix my signature to this Notarized Certificate and hereby confirm the accuracy of the statements made herein.

Signed:

/s/ James K. McHugh

Date:

3/4/16

Name:

James K. McHugh

Title: Corporate Secretary

SUBSCRIBED AND SWORN TO BEFORE ME ON THIS 4^th DAY OF March 2016.

Commission Expires:_August 27, 2018

/s/ Jacquelyn Revilla

Notary Public

Jacquelyn Revilla

Notary Public, State of Ohio

My Commission Expires

August 27, 2016

[Notary Stamp here]

EXHIBIT D

TO:

Tangiers Investment Group, LLC

FROM:

N-Viro International Corp.

DATE:

March 4, 2016

RE:

Disbursement of Funds

Pursuant to that certain Note Purchase Agreement between the parties listed above and dated March 4, 2016, a disbursement of funds will take place in the amount and manner described below:


Please disburse to:
Amount to disburse:	$50,000
Form of distribution	Wire
Name	N-Viro International Corporation
Company Address	2254 Centennial Road Toledo, OH 43617 (419) 535-6374
Wire Instructions:	Bank: Fifth Third Bank, NW ABA Routing Number: 042000314 (for a WIRE) Account Number: 7342872608 SWIFT Code: FTBCUS3C Account Name: N-Viro International Corporation Phone: (419) 841-0650 - Jacquelyn Revilla, Bank Mgr.

TOTAL: $50,000

For: N-Viro International Corp.

By: /s/ James K. McHugh

Dated: March 4, 2016

Name:

James K. McHugh

Its:

Secretary, Chief Financial Officer

EX-10.20 13 nvics1a2016923_ex10z20.htm EXHIBIT 10.20 - DEERPOINT LEASE Exhibit 10.20 - Deerpoint lease

Exhibit 10.20

TERM:

May 1, 2011 through December 31, 2016

PREMISES:

2254 Centennial Rd., Sylvania Township, Ohio

BUSINESS PROPERTY LEASE ("LEASE")

THIS AGREEMENT is made at Toledo, Ohio, this 25^th day of March 2011, by and between Deerpoint Development Co., Ltd. (Lessor) and N-Viro International Corporation (Lessee). This Business Property Lease ("Lease") replaces and supersedes any and all other agreements entered into by and between the undersigned parties.

In consideration' of the promises set forth herein, and for and on behalf of their heirs, successors, Administrators, Executors and Assigns, the parties agree that:

PREMISES: The Lessor, for and in consideration of the payment of rent as hereinafter provided for and the performance of ' the covenants hereinafter set .forth to be kept and performed by Lessee, does hereby lease unto said , Lessee approximately 3,397 square feet of space of Building area located at 2254 Centennial Rd., Sylvania Township, Ohio ("Premises"). The Premises are located in one of three Buildings in an office park commonly known as Centennial Place ("Office Park" and/or ''Buildings'').

TERM: This Lease shall be for the tern of sixty (68) months, commencing on the 1^stday of May 2011, and terminating on the 31^st day of December 2016.

POSSESSION: Possession shall be delivered on or about May 1, 2011.

RENT: For the term of this Lease, Lessee shall pay rent on the 1st day of each month, per the following schedule:

Period

Rent/Month

May 1, 2011 through December 31, 2012

$3,113.92/month

January 1, 2013 through December 31, 2016

$3,397/month

Provided, however that Lessee shall not be required to pay Rent for the following six (6) months: October, 2011; November 2011; December 2011; October 2013; November 2013; and December 2013. Additionally, Leasee shall pay the Rent due May, 2011, June 2011 and July 2011 upon execution of this Lease.

SECURITY DEPOSIT: Lessee shall deposit the additional sum of $ N/A as security for Lessee's obligations under the terms of this Lease. This Deposit is refundable upon completion of the term of the Lease, less damage caused by Lessee or any charges or rent remaining due.

CONDITION OF PREMISES: Except as otherwise specified herein, Lessee does hereby accept the Premises in the condition they may be in at the commencement of the Lease, subject to all defects therein, whether concealed or otherwise, except hidden defects known to the Lessor and unknown to Lessee which would not be discoverable through a reasonable inspection by Lessee, and to release and forever discharge Lessor from any and all damages of every kind and nature arising hereunder. Lessee shall further indemnify and hold Lessor harmless from all liens and all liability in any way arising out of the use of the Premises and the improvements thereon by the Lessee.

Lessor shall: Remove ½ walls in new conference room area. A new wall shall be built with French door installed, as entrance into conference room. Carpet shall be replaced in conference room. Door way into area not being rented shall be removed, dry walled and painted.

USE OF PREMISES: The Premises are to be used for office and related purposes and for no other purpose. Lessee acknowledges that the Buildings are a smoke-free environment.

PARKING: Parking included with the Premises shall be free and include spaces on a nonexclusive basis.

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OTHER BUILDINGS: Exhibit A indicates the approximate size, shape, and location of the Buildings and parking stalls erected on the site. Lessor reserves the right to alter the size, shape, number, and location of said Buildings, parking stalls when and if it deems such changes necessary.

10.

RESPONSIBILITIES OF LESSOR: Lessor shall maintain and keep in proper repair any common areas not exclusively under the control of Lessee. Lessor shall be responsible for maintenance of the roof, Buildings exteriors, parking areas, sidewalks and replacement of heating and air conditioning units, if necessary only.

11.

RESPONSIBILITIES OF LESSEE:

LESSEE SHALL:

A. Not attach, paint, or inscribe any signs or structures on the roof or exterior wall of the Buildings without written consent of Lessor.

B. Permit Lessor or agents of Lessor at reasonable times to enter the Premises to examine the condition thereof and make such repairs or improvements necessary for the safety and preservation of the Premises, or to exhibit the Premises to prospective purchasers or tenants.

C. Hold Lessor harmless from any and all claims and demands by any person arising from the failure of Lessee to perform any obligation hereof.

D. Not assign or transfer this Lease or sublet the Premises without the written consent of Lessor.

E. Repair all damage caused by the negligence of Lessee, its invitees or employees to the Premises.

F. Surrender the Premises at the end of the Lease term in as good condition as the Premises are, reasonable wear and tear, and unavoidable casualty excepted.

G. Lessee will make all repairs to the interior of the Premises, including, but not limited to, plumbing and electrical services and will save Lessor harmless from and against all liens, claims and damages by reason of any repairs or improvements that may be made by Lessee. Lessee shall be responsible for maintenance of the heating and air conditioning units in its Premises. Lessee shall be responsible for repairs and maintenance of all doors and windows in its Premises.

12.

FIXTURES AND INTERIOR ALTERATIONS: Lessee shall make no changes in the construction of the Buildings or Premises or any substantial alteration to the Buildings or Premises interior without the written consent of Lessor. All improvements installed by Lessee; except for portable partitions, file systems or fixtures purchased and installed by Lessee, shall be deemed permanent fixtures and the property of Lessor, unless otherwise agreed in writing by the parties.

13.

UTILITIES & JANITORIAL: Lessor shall pay the cost of water, gas and electricity.· Lessee shall pay the cost of telephone, cable, internet and all other utilities furnished to the Premises or used by Lessee in connection therewith. In no event shall Lessor be liable for any interruption or failure in the supplying of any such utilities to the Premises.

14.

DAMAGE TO PREMISES DURING LEASE TERM: In case the Premises hereby leased shall be partially damaged by fire, but not rendered untenantable, the same shall be repaired with all proper speed at the expense of the Lessor. If the damage shall be so extensive that said Premises are rendered unfit for occupancy by Lessee and if said damage can be repaired within a period of Sixty (60) days from the occurrence of said damage, then this Lease shall continue in force, and it is expressly agreed between Lessor and Lessee if Lessor shall elect to repair the Premises then the rent shall cease from the time of the occurrence and shall be again payable from the date when such repairs are completed. If the damage can not be repaired within Sixty (60) days, then this Lease maybe cancelled by either party.

15.

HOLDOVER TENANCY: Should Lessee, with the express or implied consent of Lessor, continue to hold and occupy the Premises after the expiration of the term of this Lease, such holding over beyond the term and the acceptance of rent by Lessor, shall operate and be construed as creating a tenancy from month to month, and not for any other term whatsoever. If the Lessor has a reasonable belief that Lessee has abandoned the Premises, then the Lessor may re-enter and take possession of the Premises and utilize such remedies to which he is entitled in law or equity.

16.

INSURANCE: Lessor agrees to maintain on the Office Park/Buildings, fire and extended coverage insurance, insuring the Office Park/Buildings against loss by fire, or any of the hazards covered by the extended coverage endorsements, for the full value thereof, with the replacement cost endorsement.

Lessee, during the term hereof, at its sole cost ·and expense, shall keep all furniture, fixtures, leasehold improvements, inventory, and equipment, (whether supplied or owned by Lessee or by Lessor), and all glass forming a

Page 2 of 5

part of the Premises, including but not limited to plate glass, insured to the extent of its full replacement cost against loss or damage by fire or, other casualty, with extended coverage. During the term of this Lease, Lessee shall protect, indemnify, and hold harmless Lessor from all loss, damage, or liability incurred by any act or neglect of Lessee or any of Lessee's agents, servants, employees, customers, visitors, or licensees, in or about the Premises; and Lessee will at all times, at Lessee's own cost and for the benefit of Lessee and Lessor, protect Lessor and Lessee with public liability and property damage insurance in amounts not less than One Million Dollars ($1,000,000.00) in the event of injury or death or any one person, and not less than Two Million Dollars ($2;000,000.00), in the event of injury or death arising by reason of one occurrence, and Five Hundred Thousand Dollars ($500,000.00) for property damage. Lessor shall be designated as additional insured with the right to notice of cancellation or amendment thirty (30) days prior to the effective date thereof. Policies shall include a waiver of subrogation rights in accordance with Paragraph 18 below. All insurance required by this Section shall be obtained from a reputable insurance company authorized to do business in the State of Ohio. Certificates of insurance shall be required prior to the commencement of the lease term and, all renewals or replacements must be received by Lessor within ten (10) days of the expiration date of the previous policy. If Lessee shall fail at any time to maintain the insurance required by this Section, then Lessor shall consider Lessee to be in default of the terms of this Lease.

Any insurance required hereunder may be provided as a separate policy or as a part of a "blanket" policy covering other property, so long as it conforms to the requirements of this Section. Except as provided in this Section, nothing contained herein shall be construed as requiring Lessor to maintain any specific insurance.

Lessee shall. not do or permit anything to be done in said Premises, or bring or keep anything therein which will in any way increase the rate of fire insurance on said Buildings; or obstruct or interfere with the rights of other tenants, or which conflict with the laws relating to fires, or with the regulations of local and/or state Fire Department(s) or with any insurance policy upon said Buildings or any part thereof, or conflict with any of the rules and ordinances of the Board of Health or Buildings Inspection Department, or which would in any other way be considered illegal.

In the event that any use by Lessee conflicts with any insurance policy upon the Buildings or in any part thereof, or increases the rate of fire insurance, Lessee shall pay to Lessor the amount of any increased insurance premium, if Lessor is responsible for payment of said premiums.

17.

WAIVER OF SUBROGATION: Lessor agrees to cause each insurance policy carried by Lessor insuring the Buildings against loss by fire or other causes covered by the standard extended coverage endorsement, to be written in a manner so as to provide that the, insurance company waives all right of recovery by way of subrogation against Lessee for any loss or damage covered by any such policy. Lessee shall not be liable to the Lessor or any other party for any loss or damage caused by fire or any of the risks enumerated in the standard extended coverage endorsement Lessee agrees to cause each insurance policy carried by Lessee insuring Lessee's property against loss by fire or causes covered by the standard extended coverage endorsement, to be written in a manner so as to provide that the insurance company waives all right of recovery by way of subrogation against Lessor for any loss or damage covered by such policy. Lessor shall not be liable to the Lessee or any other party for any loss or damage caused by fire or any of the risks enumerated in the standard extended coverage endorsement.

18.

SUBORDINATION: Lessor shall have the right at any time, and from time to time, to place upon the Buildings and/or land on which the Premises are a part, or upon any underlying leasehold estate, a mortgage or mortgages which shall be wholly prior to the right of Lessee under this Lease, and Lessee will, upon demand, execute any, and all instruments deemed necessary by Lessor to effectuate subordination of this Lease to such mortgage.

19.

APPROPRIATION OR CONDEMNATION BY GOVERNMENTAL AUTHORITY: If the Premises shall be appropriated or condemned by governmental authorities, each party shall be entitled to seek its respective remedy as provided by law.

20.

REMEDIES IN EVENT OF DEFAULT BY LESSEE: If the Base Rent or Office Building Operating Costs, or any part thereof, shall at any time be in arrears and unpaid, with or without demand being made thereof, or if the charges for services, or any part thereof, shall at any time be in arrears and unpaid, with or without demand being made thereof, or if Lessee shall fail to keep and perform and observe any of the conditions of this Lease, or if Lessee shall be adjudicated a Bankrupt or shall make an assignment for creditors, or if the interest of the Lessee herein shall be sold under execution, or other legal process, it shall be lawful for Lessor to enter into the Premises the same as if this Lease had not been made, and thereupon this Lease, and everything herein contained on the part of said Lessor to be performed, shall cease and be void without prejudice, however, to the right of the Lessor to recover from Lessee all rent due up to the time of such entry. In

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case of such default and entry by Lessor, Lessor may re-let the Premises for the remainder of the tern and may recover from Lessee any deficiency between the amount obtained arid the amount owed by the Lessee.

All sums due per this Lease not paid promptly when due, shall bear interest at the rate often per cent (10%) per annum.

No waiver by Lessor of any default or breach by Lessee of any obligation shall be construed to be a waiver of the rights of Lessor to any remedy resulting from a future default or breach by Lessee of any of Lessee's obligations.

21.

RENEWAL: Lessee shall have the option to renew this Lease for one (1) additional term ("Renewal Term") of three (3) years. The renewal option shall be exercised, if at all, by Lessee giving Lessor written notice of renewal at least One-hundred-twenty (120) days prior to the expiration of the current term. Terms and conditions shall be agreed to at the time of renewal.

22.

NOTICE: All notices to Lessee shall be addressed as follows:

N-Viro International Corporation

2254 Centennial Road

Toledo, Ohio 43617

All notices and payments shall be made to Lessor at the following address:

Deerpoint Development Co., Ltd.

5749 Park Center Court

Toledo, Ohio 43615

23.

SUCCESSORS AND ASSIGNS: This Lease shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and assigns.

Lessee: N-Viro International Corporation

/s/ James K. McHugh

By: James K. McHugh, Chief Financial Officer

Lessor: Deerpoint Development Co., Ltd.

/s/ Michael J. White

By: Michael J. White, Member/Manager

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THIS LEASE IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES.

STATE OF OHIO ss:

COUNTY OF LUCAS

The foregoing instrument was acknowledged before me by James K. McHugh, CFO of N-Viro International Corporation, a Delaware corporation, on behalf of the corporation.

/s/ Robert W. Bohmer

Notary Public

[notary seal stamp here]

ROBERT W. BOHMER

ATTORNEY AT LAW

Notary, Public, State of Ohio

My Commission Has No Expiration

Section 147.03 R.C.

STATE OF OHIO ss:

COUNTY OF LUCAS

The foregoing instrument was acknowledged before me by Michael J. White, a Member/Manager of Deerpoint Development Company, an Ohio limited liability company, on behalf of the company.

/s/ Megan Malczewski

Notary Public

[notary seal stamp here]

MEGAN MALCZEWSKI

Notary, Public, State of Ohio

Commission Expires 12/4/11

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EX-10.21 14 nvics1a2016923_ex10z21.htm EXHIBIT 10.21 - BGH LEASE Exhibit 10.21 - BGH lease

Exhibit 10.21

COMMERCIAL LEASE AGREEMENT

THIS Commercial Lease Agreement ("Lease") is made and effective the 1^stday of June, 2014, by and between BOWLING GREEN HOLDINGS, LLC, hereinafter referred to as "LANDLORD", and MULBERRY PROCESSING, LLC, hereinafter referred to as "TENANT".

LANDLORD is the owner of land and improvements commonly known and numbered as Parcel ID# 013223-000000-031010, and legally described as per Exhibit A-1 attached hereto incorporated herein and made a part hereof, (the "Building").

LANDLORD makes available for lease the real property and the Building designated as all buildings on said property (the "Leased Premises").

LANDLORD desires to lease the Leased Premises to TENANT, and TENANT desires to lease the Leased Premises from LANDLORD for the term, at the rental and upon the covenants, conditions and provisions herein set forth.

THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed:

Term.

A. LANDLORD hereby leases the Leased Premises to TENANT, and TENANT hereby leases the same from LANDLORD, for an "Initial Term" beginning June 1, 2014 and ending May 31, 2019. LANDLORD shall use its best efforts to give TENANT possession as nearly as possible at the beginning of the Lease term. If LANDLORD is unable to timely provide the Leased Premises, rent shall abate for the period of delay. TENANT shall make no other claim against LANDLORD for any such delay.

Rental.

TENANT shall pay to LANDLORD during the Initial Term rental of ONE HUNDRED TWENTY THOUSAND DOLLARS AND 00/100 ($120,000.00) per year, payable in installments of TEN THOUSAND DOLLARS AND 00/100 ($10,000.00) per month for twelve (12) months for five (5) consecutive years. Each installment payment shall be due in advance on the first day of each calendar month during the lease term to LANDLORD at 1081 South Atlantic Avenue, Cocoa Beach, Florida 32931, or at such other place designated by written notice from LANDLORD or TENANT. The rental payment amount for any partial calendar months included in the lease term shall be prorated on a daily basis. Further, TENANT agrees to pay TWO DOLLARS AND 00/100 ($2.00) per ton of sludge for any overage of more than Ten Thousand (10,000) tons of sludge per month during the term of this Lease.

LANDLORD shall impose a "late charge" payable by TENANT of five percent (5.0%) (Five Hundred Dollars and 00/100 -$500.00) on each overdue payment paid after the first (1st) of each month.

Use.

TENANT shall use the Leased Premises for the purposes of a recycling bio solid plant.

Sublease and Assignment.

TENANT shall have the right, with LANDLORD's consent, to assign this Lease to a corporation with which TENANT may merge or consolidate, to any subsidiary of TENANT, to any corporation under common control with TENANT, or to a purchaser of substantially all of TENANT's assets. Except as set forth above, TENANT shall not sublease all or any part of the Leased Premises, or assign this Lease in whole or in part without LANDLORD's consent, such consent not to be unreasonably withheld or delayed.

Repairs.

During the Lease term, TENANT shall make, at TENANT's expense, all routine, ordinary and necessary repairs to the Leased Premises. Repairs shall include such items as routine repairs of floors, walls, ceilings, and other parts of the Leased Premises damaged or worn through normal occupancy, except for major depreciable repairs, which shall be the obligation of the LANDLORD, mechanical systems or the roof, subject to the obligations of the parties otherwise set forth in this Lease.

Alterations and Improvements.

TENANT, at TENANT's expense, shall have the right following LANDLORD's consent to remodel, redecorate, and make additions, improvements and replacements of and to all or any part of the Leased Premises from time to time as TENANT may deem desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. TENANT shall have the right to place and install personal property, trade fixtures, equipment and other temporary installations in and upon the Leased Premises, and fasten the same to the premises. All personal property, equipment, machinery, trade fixtures and temporary installations, whether acquired by TENANT at the commencement of the Lease term or placed, attached or installed on the Leased Premises by TENANT thereafter, shall remain LANDLORD's property free and clear of any claim by TENANT or others. All personal property, equipment, machinery, fixtures that are attached and fastened and installed shall become part of the real property.

Property Taxes.

LANDLORD shall pay, prior to delinquency, all general real estate taxes and installments of special assessments coming due during the Lease term on the Leased Premises, and all personal property taxes with respect to LANDLORD's personal property, if any, on the Leased Premises. TENANT shall be responsible for paying all personal property taxes with respect to TENANT's personal property at the Leased Premises.

Insurance.

A. If the Leased Premises or any other part of the Building is damaged by fire or other casualty resulting from any act or negligence of TENANT or any of TENANT's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and TENANT shall be responsible for the costs of repair not covered by insurance.

B. LANDLORD shall maintain fire and extended coverage insurance on the Building and the Leased Premises in such amounts as LANDLORD shall deem appropriate. TENANT shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises.

C. TENANT and LANDLORD shall, each at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the respective activities of each in the Building with the premiums thereon fully paid on or before due date, issued by and binding upon some insurance company approved by LANDLORD, such insurance to afford minimum protection of not less than $1,000,000 combined single limit coverage of bodily injury, property damage or combination thereof. LANDLORD shall be listed as an additional insured on TENANT's policy or policies of comprehensive general liability insurance, and TENANT shall provide LANDLORD with current Certificates of Insurance evidencing TENANT's compliance with this Paragraph. TENANT shall obtain the agreement of TENANT's insurers to notify LANDLORD that a policy is due to expire at least (10) days prior to such expiration. LANDLORD shall not be required to maintain insurance against thefts within the Leased Premises or the Building.

Utilities.

TENANT shall pay all charges for water, sewer, gas, electricity, telephone and other services and utilities used by TENANT on the Leased Premises during the term of this Lease unless otherwise expressly agreed in writing by LANDLORD. In the event that any utility or service provided to the Leased Premises is not separately metered, LANDLORD shall pay the amount due and separately invoice TENANT for TENANT's pro rata share of the charges. TENANT shall pay such amounts within fifteen (15) days of invoice. TENANT acknowledges that the Leased Premises are designed to provide standard office use electrical facilities and standard office lighting. TENANT shall not use any equipment or devices that utilize excessive electrical energy or which may, in LANDLORD's reasonable opinion, overload the wiring or interfere with electrical services to other TENANTs.

10.

Signs.

Following LANDLORD's consent, TENANT shall have the right to place on the Leased Premises, at locations selected by TENANT, any signs which are permitted by applicable zoning ordinances and private restrictions. LANDLORD may refuse consent to any proposed signage that is in LANDLORD's opinion too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to the Leased Premises or use of any other TENANT. LANDLORD shall assist and cooperate with TENANT in obtaining any necessary permission from governmental authorities or adjoining owners and occupants for TENANT to place or construct the foregoing signs. TENANT shall repair all damage to the Leased Premises resulting from the removal of signs installed by TENANT.

11.

Entry.

LANDLORD shall have the right to enter upon the Leased Premises at reasonable hours to inspect the same, provided LANDLORD shall not thereby unreasonably interfere with TENANT's business on the Leased Premises.

12.

Damage and Destruction.

Subject to Section 8 A. above, if the Leased Premises or any part thereof or any appurtenance thereto is so damaged by fire, casualty or structural defects that the same cannot be used for TENANT's purposes, then TENANT shall have the right within ninety (90) days following damage to elect by notice to LANDLORD to terminate this Lease as of the date of such damage. In the event of minor damage to any part of the Leased Premises, and if such damage does not render the Leased Premises unusable for TENANT's purposes, LANDLORD shall promptly repair such damage at the cost of the LANDLORD. In making the repairs called for in this paragraph, LANDLORD shall not be liable for any delays resulting from strikes, governmental restrictions, inability to obtain necessary materials or labor or other matters which are beyond the reasonable control of LANDLORD. TENANT shall be relieved from paying rent and other charges during any portion of the Lease term that the Leased Premises are inoperable or unfit for occupancy, or use, in whole or in part, for TENANT's purposes. Rentals and other charges paid in advance for any such periods shall be credited on the next ensuing payments, if any, but if no further payments are to be made, any such advance payments shall be refunded to TENANT. The provisions of this paragraph extend not only to the matters aforesaid, but also to any occurrence which is beyond TENANT's reasonable control and which renders the Leased Premises, or any appurtenance thereto, inoperable or unfit for occupancy or use, in whole or in part, for TENANT's purposes.

13.

Default.

If default shall at any time be made by TENANT in the payment of rent when due to LANDLORD as herein provided, and if said default shall continue for fifteen (15) days after written notice thereof shall have been given to TENANT by LANDLORD, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by TENANT, and such default shall continue for thirty (30) days after notice thereof in writing to TENANT by LANDLORD without correction thereof then having been commenced and thereafter diligently prosecuted, LANDLORD may declare the term of this Lease ended and terminated by giving TENANT written notice of such intention, and if possession of the Leased Premises is not surrendered, LANDLORD may reenter said premises. LANDLORD shall have, in addition to the remedy above provided, any other right or remedy available to LANDLORD on account of any TENANT default, either in law or equity. LANDLORD shall use reasonable efforts to mitigate its damages.

14.

Quiet Possession.

LANDLORD covenants and warrants that upon performance by TENANT of its obligations hereunder, LANDLORD will keep and maintain TENANT in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Leased Premises during the term of this Lease.

15.

Condemnation.

If any legally, constituted authority condemns the Building or such part thereof which shall make the Leased Premises unsuitable for leasing, this Lease shall cease when the public authority takes possession, and LANDLORD and TENANT shall account for rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority.

16.

Subordination.

TENANT accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Leased Premises, or upon the Building and to any renewals, refinancing and extensions thereof, but TENANT agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. LANDLORD is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien now existing or hereafter placed upon the Leased Premises of the Building, and TENANT agrees upon demand to execute such further instruments subordinating this Lease or attorning to the holder of any such liens as LANDLORD may request. In the event that TENANT should fail to execute any instrument of subordination herein required to be executed by TENANT promptly as requested, TENANT hereby irrevocably constitutes LANDLORD as its attorney-in-fact to execute such instrument in TENANT's name, place and stead, it being agreed that such power is one coupled with an interest. TENANT agrees that it will from time to time upon request by LANDLORD execute and deliver to such persons as LANDLORD shall request a statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), stating the dates to which rent and other charges payable under this Lease have been paid, stating that LANDLORD is not in default hereunder (or if TENANT alleges a default stating the nature of such alleged default) and further stating such other matters as LANDLORD shall reasonably require.

17.

LANDLORD shall be responsible for the animal crossing fee assessed timely by CSX.

18.

Notice.

Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows:

If to LANDLORD to:

1081 South Atlantic Avenue Cocoa Beach, Florida 32931

If to TENANT to:

2254 Centennial Road Toledo, Ohio 43617-1870

LANDLORD and TENANT shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party.

19.

Brokers.

TENANT represents that TENANT was not shown the Premises by any real estate broker or agent and that TENANT has not otherwise engaged in, any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease.

20.

Waiver.

No waiver of any default of LANDLORD or TENANT hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by LANDLORD or TENANT shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

21.

Memorandum of Lease.

The parties hereto contemplate that this Lease should not and shall not be filed for record, but in lieu thereof, at the request of either party, LANDLORD and TENANT shall execute a Memorandum of Lease to be recorded for the purpose of giving record notice of the appropriate provisions of this Lease.

22.

Headings.

The headings used in this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease.

23.

Successors.

The provisions of this Lease shall extend to and be binding upon LANDLORD and TENANT and their respective legal representatives, successors and assigns.

24.

Consent.

LANDLORD shall not unreasonably withhold or delay its consent with respect to any matter for which LANDLORD's consent is required or desirable under this Lease.

25.

Compliance with Law.

TENANT shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to TENANT's use of the Leased Premises. LANDLORD shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises.

26.

Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

27.

Governing Law.

This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Florida.

IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first above written.

LANDLORD:

ATTEST:

BOWLING GREEN HOLDINGS, LLC

/s/ Paul Zavarella

/s/ Dave Kasmoch

Signature

Dave Kasmoch

Owner

Print name

Title

TENANT:

ATTEST:

MULBERRY PROCESSING, LLC

/s/ James McHugh

/s/ Timothy Kasmoch

Signature

Timothy Kasmoch

CEO

Print name

Title

EX-10.22 15 nvics1a2016923_ex10z22.htm EXHIBIT 10.22 - HONG HENG AGENCY Exhibit 10.22 - Hong Heng Agency

Exhibit 10.22

JOINT DEVELOPMENT/LIMITED AGENCY AGREEMENT

This Agreement ("Agreement") is entered into effective this 29^thday of October 2012, by and between N-Viro International Corporation ("N-Viro"), a Company incorporated under the law of United States of America and, and Hong Heng Energy (HK) Co., Ltd., a Company incorporated under the laws of China ("HHE").

Recitals

WHEREAS, N-Viro uses certain patented, proprietary and/or unique processes to stabilize and disinfect municipal biosolids and other organic waste products into usable beneficial reuse products. These processes (collectively the "N-Viro Process") stabilize organic waste and renders it inert, leaving a product with good handling characteristics and suitable for beneficial reuse. The N-Viro Process also includes advanced drying and product formulation to produce both advanced agricultural products as well as a solid fuel product.

WHEREAS, N-Viro wishes to develop projects within China and other areas of Asia that will utilize one or more N-Viro process.

WHEREAS, HHE desires to identify one or more areas within China and perhaps elsewhere within Asia to foster the development of a facility or facilities incorporating one or more N-Viro process, and N-Viro is agreeable to enter into an agreement with N-Viro regarding the same.

NOW THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

ARTICLE 1

DEVELOPMENT TERRITORY; LICENSE RIGHTS

Section 1.1 Territory. N-Viro hereby grants to HHE as set forth herein, and HHE accepts, the right to act as a project developer for the purpose of identifying, negotiating and finally developing and building facilities ("Facilities") incorporating the N-Viro Process within the country of China. HHE shall use all reasonable good faith efforts to identify opportunities within China, identify joint venture partners, plan, coordinate, build and develop Facilities in the Territory in conjunction with N-Viro, as appropriate. HHE will use existing and new contacts to gauge interest in the proposed project(s), and facilitate the negotiation of definitive arrangements among all the parties, including N-Viro.

Section 1.2 Agency of N-Viro Process.

(a) Grant of Limited Agency. Subject to the terms and conditions of this Agreement, N-Viro hereby grants to HHE, and HHE accepts, a non-exclusive agency except as provided herein. This non-exclusive agency permits HHE to engage in preliminary sales, marketing and development efforts, subject to final agreement, for the use the N-Viro Process and any related intellectual property (collectively the "N-Viro IP") in projects developed and then operated hereunder. It is expressly understood that HHE shall not have the power to bind N-Viro in any way, and that a project-specific definitive agreement and/or license agreement will be negotiated and agreed-upon for each facility. HHE is granted no right to license or sublicense the N-Viro IP and any such attempted sublicense shall immediately terminate this Agreement.

(b) Acknowledgment of Ownership. HHE acknowledges and agrees that the N-Viro is the sole owner of all right, title and interest in and to the N-Viro IP and all goodwill associated therewith. HHE shall not at any time do or suffer to be done any act, or permit any omission, which would impair N-Viro's proprietary rights in and to the N-Viro IP, including, but not limited to, asserting any claim of ownership of, or any claim to, the N-Viro IP or any goodwill or reputation associated therewith. HHE shall not use or register any trademarks, trade dress, service marks, taglines, slogans, logos, trade names, copyrights, brands or other proprietary designation for use on any goods or services which would be substantially or confusingly similar to the N-Viro IP.

(c) Infringement. HHE shall assist N-Viro to the extent reasonably necessary to protect, enforce and maintain N-Viro's intellectual property rights in the N-Viro IP, including, but not limited to, giving prompt notice to N-Viro of any known or potential infringement of the N-Viro IP and cooperating with N-Viro in preparing and executing any documents necessary to enforce N-Viro's rights therein.

(d) IP Ownership. Any and all inventions, conceptions, processes, discoveries, improvements, patent rights, letter patents, programs, copyrights, trademarks, trade names and applications therefore relating to the N-Viro IP from the development, construction, manufacture and operation of one or more Facilities in China and/or Asia hereunder, and any and all rights and interest in, to and under the same, that are conceived, made, acquired, or possessed by HHE, alone or with other Affiliates, during the term of this Agreement or at any time thereafter shall become the exclusive property of N-Viro and shall at all times and for all purposes be regarded as acquired and held by HHE in a fiduciary capacity for the sole benefit of N-Viro, and the HHE hereby assigns and agrees to assign the same to N-Viro.

(e) Confidentiality. "Proprietary Information" shall mean all textual and graphic documents, all concept, engineering or patent drawings, and all research, engineering, financial and market data which are disclosed hereunder. Any other information disclosed in oral, electronic, or visual form shall also be considered Proprietary Information. Each party shall preserve in confidence and prevent any disclosure of such Proprietary Information to any third party without the written authorization of the disclosing party, using as a minimum in doing so the same degree of care the receiving party uses to restrict disclosure of its own information that it considers proprietary or confidential. Each party shall disclose Proprietary Information to only those of its employees which need to know same for the uses permitted thereof under this Agreement and with the appropriate individual nondisclosure agreement. The terms of this Section 1.2(e) shall survive the expiration and/or termination of this Agreement.

ARTICLE 2

DEVELOPMENT OF FACILTIES IN CHINA

Section 2.1 Consent to Development. N-Viro consents to HHE's development of potential facilities in China and elsewhere as agreed between the parties hereto. HHE shall with the appropriate assistance and involvement of N-Viro, assume all necessary aspects of developing one or more facilities in China utilizing the N -Viro Process.

Section 2.2 Further Agreement. It is understood that the development efforts contemplated hereby are intended to lead to definitive agreements with third parties for the development, financing, construction and operation of new facilities operating the N-Viro Process. All terms relating to ownership between HHE, N-Viro and any third party in an appropriate joint venture shall be negotiated in said definitive agreement that relates to each particular facility. The parties agree that they will cooperatively establish any and all arrangements between them, including financial and ownership terms to facilitate the mutual development contemplated hereby.

ARTICLE 3

NOTICE PROVISIONS

Any and all notices required to be delivered by the provisions of this Agreement shall be personally delivered, mailed by expedited delivery service, mailed by certified mail with return receipt requested, sent by electronic delivery, or sent by facsimile (provided the sender confirms the electronic delivery or facsimile by sending an original confirmation copy thereof by certified mail or expedited delivery service within three business days after transmission thereof) to the respective parties at the addresses listed below unless and until a different address has been designated by written notice to the other party.

Notices To N-Viro:

N-Viro International Corporation

2254 Centennial Road

Toledo, Ohio 43617

Attn: President/CEO

Notices To HHE:

Hong Heng Energy (HK) Co., Ltd.

21th Floor 88 Dongshui Road

Fuzhou Fujian PRC

Attn: Vice President

ARTICLE 4

INDEPENDENT CONTRACTOR

Section 4.1 Independent Contractor. The parties agree that HHE is an independent contractor, this Agreement does not create a fiduciary relationship between them, and nothing in this Agreement is intended to designate either party as a general agent, legal representative, subsidiary, joint venture, partner, employee, or servant of the other for any purpose whatsoever.

(a) During the Term and after the Term with respect to Facilities that are developed under this Agreement, HHE shall hold itself out to the public as an independent contractor authorized to represent N-Viro in developing Facilities under this Agreement.

(b) The parties agree that nothing in this Agreement authorizes HHE to make any contract, agreement, warranty, or representation on N-Viro's behalf, or to incur any debt or other obligation in N-Viro's name; and that N-Viro shall in no event assume liability for, or be deemed liable hereunder as a result of, any such action; nor shall N-Viro be liable by reason of any act or omission of HHE or for any claim or judgment arising therefrom against HHE.

Section 4.2 Survival. The terms of this Article 4 shall survive the termination, expiration, or any transfer of this Development Agreement.

ARTICLE 5

DISPUTE RESOLUTION

Section 5.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Ohio, United States of America, without regard to choice of laws or conflict of laws provisions thereof that would require the application of the laws of any other jurisdiction.

Section 5.2 Submission to Jurisdiction; Venue; Waiver of Trial by Jury. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any United States Federal court or state court sitting in Lucas County, in the State of Ohio, over any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

ARTICLE 6

GENERAL PROVISIONS

Section 6.1 Severability. Except as expressly provided to the contrary herein, each portion, section, part, term, and/or provision of this Agreement shall be considered severable; and if, for any reason, any section, part, term, and/or provision herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having valid jurisdiction, such shall not impair the operation of, or have any other effect upon, such other portions, sections, parts, terms, and/or provisions of this Agreement as may remain otherwise intelligible and legally enforceable, and the latter shall continue to be given full force and effect and bind the parties hereto; and said invalid portions, sections, parts, terms, and/or provisions shall be deemed not to be part of this Agreement.

Section 6.2 No Benefit. Except as expressly provided to the contrary herein, nothing in this Agreement is intended, nor shall be deemed, to confer upon any person or legal entity other than HHE, N-Viro, and their respective officers, directors, managers and employees, and such of their respective successors and assigns as may be contemplated herein, any rights or remedies under or by reason of this Agreement.

Section 6.3 Captions. All captions in this Agreement are intended solely for the convenience of the parties and none shall be deemed to affect the meaning or construction of any provision hereof.

Section 6.4 Gender. All references herein to the masculine, feminine, neuter, or singular shall be construed to include the masculine, feminine, neuter, or plural, where applicable, and vice versa.

Section 6.5 Multiple Counterparts. This Agreement may be executed in one or more counterparts and each counterpart copy so executed shall be deemed an original.

Section 6.6 Entire Agreement. This Agreement, and any attachments hereto, constitute the entire, full, and complete agreement between N-Viro and HHE concerning the subject matter hereof and shall supersede all prior agreements. No amendment, change, or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by their authorized officers in writing.

Section 6.7 Termination. This Agreement may be terminated at any time:

(a) by N-Viro, if HHE fails to adequately perform under any of its obligations in this Agreement, or by thirty (30) days written notice.

(b) by HHE, if N-Viro defaults under any of its obligations in this Agreement, or by thirty (30) days written notice.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective

as of the Effective Date.

N-VIRO INTERNATIONAL CORPORATION

By:

/s/ Timothy R. Kasmoch

Name:

Timothy Kasmoch

Title:

CEO/President

HONG HENG ENERGY (HK) CO., LTD.

By:

/s/ Frank H. Zheng

Name:

Frank H. Zheng

Title:

Vice President

EX-10.23 16 nvics1a2016923_ex10z23.htm EXHIBIT 10.23 - CRM AGENCY Exhibit 10.23 - CRM Agency

Exhibit 10.23

N-VIRO AGENCY AGREEMENT

THIS AGREEMENT, made this 27^th day of September, 2001, by and between N-Viro International Corporation, Inc., a Delaware Corporation, on behalf of itself and its several subsidiaries (hereinafter “N-VIRO”), 3450 West Central Avenue, Suite 328, Toledo, Ohio, 43606, USA, and the undersigned CRM MILITARY & CIVILIAN TECHNOLOGIES (1995) LTD., 67 Hayarkon Street, Bene-Beraq, 51206, Israel, on behalf of itself and its subsidiaries, divisions, affiliates, parents, officers, directors, employees, and heirs, administrators, successors and assigns (hereinafter referred to collectively and singularly as “AGENT”).

WHEREAS N-VIRO is the Owner or Licensee of certain patents, trademarks, technical information, and know-how relating to the use of mineral products and by-products in the treatment and management of organic waste materials;

WHEREAS, AGENT is interested in developing uses of N-VIRO technology and information;

NOW THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter contained, the parties hereto agree as follows:

APPOINTMENT

N-VIRO hereby appoints AGENT and AGENT hereby accepts appointment as the exclusive agent of N-VIRO to negotiate and enter into License Agreements (as hereinafter defined) with third parties located within the Territory (defined hereunder) of all patents, trademarks, trade secrets, technical processes and information, patented or otherwise, and know-how relating to the uses of mineral products (hereinafter referred to as ‘the ‘Technology”) of which N-VIRO is the Owner or Licensee, or which N-VIRO may hereafter develop, upon the terms and conditions hereinafter set forth. During the term of this Agreement, N-VIRO shall not appoint any other person as an AGENT to negotiate or enter into License Agreement or similar agreements pertaining to the use of said Technology with third parties located within the Territory. N-VIRO retains the right to directly license international firms to utilize N-VIRO technology in the Territory providing that AGENT will share in all revenues from such firms as provided in Section 2. N-Viro shall notify AGENT of any approaches from the Territory.

AGENT agrees to use its best efforts during the term of the Agreement to find and negotiate and enter into License Agreements with third parties located within the Territory and to promote generally the use of mineral products within the Territory. AGENT shall, at its expense, furnish all technical assistance and information that may be required by third parties who have entered into License Agreements with AGENT (hereinafter referred to as “License” or “Licensees”) in connection with such Licensee’s use of the Technology licensed to such Licensees provided that N-VIRO has made adequate technical information available to AGENT, as provided for hereunder, to enable AGENT to furnish such assistance to the Licensee.

At any time during the term of this Agreement, AGENT may enter into License Agreements which are substantially in the form attached hereto as Exhibit A, or in such forms as may hereafter be approved in writing by N-VIRO, with anyone located in the Territory, and any such License Agreements shall be binding upon N-Viro upon the execution of such License Agreements by AGENT without any requirement of consent to, approval of; or ratification of individual License Agreements or Licensees by N-VIRO. No exclusive Licenses may be granted without N-Viro’s written approval. It is expressly agreed by N-VIRO and AGENT that N-Viro does not want AGENT to compete with Licensees. This contract does not allow AGENT to license itself or any firm directly associated with AGENT.

For the purposes of this Agreement, the Territory shall be Israel, Turkey, Greece, Romania_, Yugoslavia, Croatia, Slovenia, Macedonia, Slovakia (Exhibit B).

COMPENSATION FOR AGENCY FUNCTION

As compensation for the granting of the exclusive agency granted pursuant to Section 1 upon the terms and conditions set forth, AGENT agrees to pay N-VIRO $10,000 (Ten Thousand U.S. Dollars. The first $10,000 U.S. Dollars due to N-VIRO will be retained by AGENT to balance this payment by AGENT. N-VIRO will accept a note from CRM, which shall be canceled by distribution of first technology revenue.

As compensation for performance of its duties pursuant to Section 1, AGENT shall be entitled to the following;

Fifty percent (50%) of all License Fees (as defined in the License Agreements) payable to N-VIRO or AGENT as AGENT of N-VIRO, under any additional license Agreements entered into with Licensees located within the Territory during the term of the Agreement.

ii.

Fifty percent (50%) of all Royalties (as defined in the License Agreements) payable to N-VIRO, or AGENT as AGENT to N-VIRO, under any License Agreements entered into with Licensees located within the Territory.

iii.

Fifty percent (50%) of all gross profit, after cost of goods sold, for such services rendered by AGENT as sales of mineral products and by-products to Licensees and sales of N-Viro Soil^TM products for Licensees.

AGENT shall act as the AGENT of N-VIRO for the collection of all License Fees and Royalties, etc. AGENT shall, for every calendar quarter during the term of this Agreement, pay over to N-VIRO that portion of all License Fees and Royalties collected by AGENT which are not payable to AGENT as compensation hereunder within sixty (60) days after the last day of each quarterly period in which such License Fees and Royalty payments hereunder only when and if such License Fees and Royalty payments are actually collected by AGENT. Should N-VIRO collect royalties from licensee, e.g. international contractors, N-Viro will be responsible to account to AGENT.

Each of the parties hereto shall keep accurate books and records of all sums due and paid to them under this agreement and License Agreements. Each party shall respectively have the right, at their own expense and not more often then once in every quarterly period., to have a certified public accountant examine the books of the other party for the purposes of verifying the amount of sums due or collected by the other party under License Agreements in the case of the books and records of AGENT.

A full statement of operations hereunder with respect to the period to which such payment relates shall accompany any payments made hereunder by one of the parties hereto to the other.

Where applicable, it is expected that AGENT will work with the State and/or regional associations for joint promotional purposes. Terms of these agreements are the sole responsibility of the AGENT.

In the event of legal action mutually agreed by both N-VIRO and AGENT, N-VIRO will pay 50% of costs.

TERM

This Agreement shall terminate three years from its effective date. The Agreement shall be automatically renewed for three (3) consecutive 5-year periods providing neither Licensor nor AGENT seeks to terminate the Agreement. If Agreement is terminated AGENT will continue to receive its share of funds due from existing and operating Licensees for a period of three years after termination.

TECHNICAL INFORMATION, CONFIDENTIALITY & PATENTS

During the term of this Agreement, N-VIRO shall from time to time promptly furnish AGENT with Technology necessary to enable AGENT:

To provide Licensees with sufficient information and assistance to enable such Licenses with sufficient information and assistance to enable such Licenses to make use fully and effectively of the Technology licensed to such Licenses under License Agreements;

ii.

To promote the use of mineral products by licensees in the Territory; and

iii.

To promote generally the sales of mineral products in the Territory. If, during the term of this Agreement, N-VIRO makes any improvements in the Technology or N-VIRO becomes the owner of any such improvements whether through patents or otherwise, then N VIRO shall communicate such improvements to AGENT and give AGENT such information regarding the mode of using them to enable AGENT to add such improvements to the License Agreement marketed hereunder.

To the extent that confidential information is included in the Technology, AGENT agrees to hold that confidential information in confidence and not to disclose the confidential information to a third, other than a Licensee, under any condition without the prior written consent of N-VIRO. AGENT further agrees not to engage in, render service in, or become associated in any way in the manufacture, use of, or sale of any product or process where such activity would result in the use by AGENT of such confidential information or where such activity would necessarily result in disclosure of such confidential information to such third party without the written consent of N-VIRO. AGENT agrees to return to N-VIRO all materials containing the Technology as well as said documents upon the termination of this Agreement for any cause whatsoever. It is understood that confidential information shall not include information which:

At the time of disclosure to AGENT is part of the public domain by publication or otherwise, or

ii.

After disclosure to AGENT, becomes through no wrongful act of AGENT, a part of the public domain by publication or otherwise, or

iii.

Was in AGENTS possession at the time of disclosure and was not acquired, directly or indirectly from N-VIRO, or

iv.

Is rightfully obtained, after the time of disclosure hereunder by AGENT from a third party.

Provided that foregoing limitations on AGENT shall not affect any independent rights of AGENT under separate License Agreement by AGENT.

AGENT acknowledges that it does not acquire any rights to the Technology or other property of N-VIRO by entering into this Agreement. This Agreement is not and shall not be construed as a License Agreement, and AGENT shall not be deemed to have become a Licensee of any of the technology be entering into this Agreement.

Page 1 of 8

MISUSE OF TECHNICAL INFORMATION

In the event that AGENT at any time during the term of this Agreement becomes aware or has reason to believe that a Licensee is making improper use of the Technology licensed to such Licensee or is failing to follow or comply with the technical information, advice or instructions which have been given to such Licensee pursuant to the License Agreement, AGENT shall promptly notify N-VIRO or such fact or the basis for such be1ief. AGENT shall simultaneously with the giving of such notice to N-VIRO take reasonable action to notify the Licensee of such improper use or failure and instruct Licensee, after consultation with N-VIRO if necessary, as to what modification to Licensee’s procedures are required in order to properly make use of such technology and comply with N-VIRO's instructions.

WARRANTIES AND REPRESENTATIONS OF N-VIRO

N-VIRO warrants, represents and covenants as follows:

N-VIRO is the sole owner of all patents, trademarks, and processes listed in Exhibit C attached hereto and has sold control of the Technology.

N-VIRO has full power and authority to license the use of the Technology to Licensees and is not obligated to secure consents from any third party in order to license the use of the Technology to Licensees.

N-VIRO has full power and authority to enter into the performance of this Agreement and to grant the exclusive agency granted herein to AGENT.

N-VIRO has full power and authority, except as such power and authority may be modified or limited by this Agreement, to enter into and perform all License Agreements, which AGENT may enter into on N-VIRO’s behalf pursuant to this Agreement.

To the best of N-VIRO’s knowledge, the rights to be granted to Licensees under License Agreements are free from infringement or patents or other proprietary rights of others, and there are no outstanding assignments, grants, licenses. mortgages, options, or agreements, expressed or implied to which N-VIRO is a party or by which N-VIRO is or may be bound, which may or can in any manner whatsoever abridge, modify or defeat the rights of AGENT under this Agreement or the rights of Licensees under the License Agreement with N-VIRO.

The information, know-how, and documents furnished to AGENT hereunder by N-VIRO regarding the utilization of the Technology will be sufficient, if properly utilized in accordance with N-VIRO’s instructions and advice with the proper equipment and facilities, to enable Licensees to manufacture the products and materials covered by the Agreement and fully and effectively to utilize the Technology covered by the License Agreement.

During the term of the Agreement, N-VIRO will not take, or fail to take, any action, which by reason of such taking or such failure would make any of the foregoing warranties and representations of N-VIRO untrue or inaccurate.

INDEMNITY

N-VIRO hereby agrees to indemnify, defend and hold harmless AGENT from and against any and all claims, losses, expenses, costs liabilities, obligations herein;

Any N-VIRO’s written warranties and representations proving to be false or inaccurate during the term of this Agreement or at any time thereafter;

ii.

Any claim by a Licensee under a License Agreement, to produce desired results or products;

iii.

Any claims against AGENT relating to any alleged infringement of patents, trademarks, trade secrets, or rights allegedly belonging to others; and

iv.

N-VIRO’s non-performance or breach of any its written agreements, covenants, obligations, warranties, or representations under License Agreements, of

Any claim against N-VIRO relating to any violation of any federal or state law resulting from AGENT’S good faith performance under and within the terms of this Agreement.

AGENT hereby agrees to indemnify, defend and hold harmless N-VIRO from and against any and all claims, losses, expenses, costs, damages, liabilities, obligations, lawsuits, threats of lawsuits, including attorney’s fees and courts costs incurred in defending or settling same, which N-VIRO may incur or suffer by reason of AGENT furnishing technical information or data or assistance to Licensees which does not conform to or comply with the written instructions, advice, technical information arid data furnished to AGENT by N-VIRO.

INFRINGEMENT

In the event that any letters patent described in Exhibit C shall be infringed or any trademarks, trade secrets or other rights granted under License Agreements are being lawfully infringed upon by others, N-VIRO may, at its own expense and with diligence, prosecute any action necessary to protect the rights of Licensees under License Agreements or AGENT under this Agreement. AGENT agrees to advise N-VIRO of any such infringement of which it may become aware and provide N-VIRO such information, testimony, or other evidence₁which may reasonably be requested by N-VIRO with respect to any such action.

DEFAULT

In the event that either party breaches any of its covenants or obligations hereunder or any of the representations or warranties of such party contained herein prove false during the term of this Agreement, the non-defaulting party may give the defaulting party written notice of such default, and if such non-defaulting party terminate and cancel this Agreement forthwith by giving the defaulting party written notice of termination.

Termination of this Agreement by one of the parties shall not be deemed an election of remedies arid shall not preclude the exercise of any other rights available to such party, at law or in equity, as a result of any default_.

10. NOTICE

Any notices or other communications required or provided for hereunder shall be given in writing and, if not personally delivered, by certified mail, return receipt requested to the address set forth below unless and until said address is changed by notice in writing. Notices shall be deemed to be given upon such personal delivery or two (2) days after the date of mailing.

If to N-VIRO:

N-Viro International Corporation

3450 West Central Avenue, Suite 328

Toledo, OH 43606

ATTN:

J. Patrick Nicholson

If to AGENT:

CRM Military & Civilian Technologies (1995) Ltd.

67 Hayarkon Street

Bene-Beraq 51206 ISRAEL

ATTN:

Yoram Malchi

11.

ASSIGNMENT

Either party to this Agreement may, without the consent of the other party, assign its rights hereunder to any corporation of which all of the outstanding stock is owned by such party, or to any person of entity acquiring all or substantially all of the business and assets of such party. Except as provided in the preceding sentence, this Agreement shall not be assigned without the prior written consent of the other party. AGENT will have the right to make a partnership to this contract if there is no conflict of interest with N-VIRO interest, and the partnership aim is to support the purpose of this contract, to promote the technology. AGENT will have the right to make a partnership to this contract if there is no conflict of interest with N-VIRO's interest and the partnership's objective is to support the purpose of this contract, which is to promote this technology.

12.

NON-EXCLUSIVE LICENSE

N-VIRO and its successors shall maintain a non-exclusive license to use N-VIRO's technology in the AGENT’s territory. Royalties will be shared according to paragraph 2 of this Agreement. N-VIRO will be obliged to advise AGENT on any approach from the territory_.

13.

MISCELLANEOUS

Governing Law. The laws of the State of Ohio shall govern this Agreement.

Caption. All captions are for convenience only and should not be construed to form a substantive part of this Agreement not restrict or enlarge any substance or part or this Agreement.

Entire Agreement. This Agreement contains the entire understanding between arid among the parties hereto and supersedes any prior understandings and agreements between or among them respecting the subject matter of this Agreement.

Counterparts. The Agreement may be executed in several counterparts, and all counterparts so executed shall constitute one Agreement, binding on all parties hereto, notwithstanding that all the parties are not signatories to the original or the same counterpart.

Successors and Assigns. This Agreement shall inure to the benefits of and shall bind the parties hereto, their permitted successors and permitted assigns.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this date and year first above written.

SIGNED BY

)

) /s/ J. Patrick Nicholson

for N-V1RO

)

J. Patrick Nicholson

Chief Executive Officer

N-VIRO INTERNATIONAL CORPORATION

in the presence of

) _/s/ Ellen Vermilyea

Witness

) Ellen Vermilyea, Executive Assistant

print name

SIGNED BY

)

) /s/ Meir Carmel

for the AGENT

) Meir Carmel, Director

print name and title

in the presence of

) /s/ Yoram Malchi

Witness

) Yoram Malchi, Director

print name and title

Page 2 of 8

Exhibit B

The exclusive territory includes:

Israel

Turkey

Poland

Greece

Romania

Serbia

Montenegro

Croatia

Slovenia

Macedonia

Slovakia

Page 3 of 8

EX-10.24 17 nvics1a2016923_ex10z24.htm EXHIBIT 10.24 - W YOUNG SPA Exhibit 10.24 - W Young SPA

Exhibit 10.24

SHARE PURCHASE AGREEMENT

This Purchase Agreement (this “Agreement”) is made as of the 6 day of April , 2016, by and between Woodrow Young (the “Investor”) for Shares and Warrants (as defined below) in accordance with the terms hereof, and N-VIRO INTERNATIONAL CORPORATION, a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company wants to sell, and the Investor wants to buy, shares of the Company’s Common Stock and Warrants, on the terms and conditions contained herein;

NOW THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants and conditions contained herein, the parties hereto agree as follows:

Purchase and Sale of Stock.

1.1

Sale and Issuance of Common Stock and Warrants.

(a)

Subject to the terms and conditions of this Agreement, Investor agrees to purchase, and the Company agrees to sell and issue to the Investor at the Closing, One Hundred Thousand (100,000) restricted shares of the Company’s common stock (the “Common Stock”), at a purchase price of $1.00 per share. The shares of Common Stock to be issued and sold by the Company to the Investor pursuant to this Agreement are referred to herein as the “Shares”.

(b)

Simultaneously with the Closing of the purchase of Common Stock hereunder, and subject to the terms and conditions of this Agreement, the Company shall issue to the Investor at a rate of one (1) warrant for every two (2) Shares issued in section 1.1(a) above, 50,000 warrants (the “Warrants”) to acquire shares of Common Stock substantially in form attached hereto as Exhibit A, at an exercise price of $1.50 per share.

1.2

Closing.

The consummation of the purchase and sale of the Common Stock and other transactions contemplated hereby (the “Closing”) shall take place upon execution of this Agreement subscribing to the purchase, and the payment in full of the price of the shares. The Company shall deliver to the Investor a legended certificate or certificates containing appropriate federal and state Shares restrictions on transfer representing the Shares to the Investor following the Closing, in addition to a Warrant certificate direct from the Company.

Representations and Warranties of the Company.

The Company hereby represents and warrants to the Investor as of the date hereof that, except as otherwise disclosed or incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, or its other reports and forms filed with or furnished to the Securities and Exchange Commission (the “Commission”) under Sections 12, 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after December 31, 2014 (excluding disclosures of risks included in any forward-looking statement disclaimers or other statements that are similarly nonspecific and are predictive and forward-looking in nature) and before the date of this Agreement (all such reports covered by this clause (x) collectively, the “SEC Reports”), were accurate and complete when submitted, and that no material adverse event has taken place that would render such reports inaccurate.

Since the most recent public filing by the Company up to the date of this Agreement, and except as described in the SEC Reports, no event or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of the Company and its Subsidiaries, taken as a whole, to conduct their businesses in the ordinary course of business consistent with past practices (“Material Adverse Effect”).

2.1

Compliance with Laws.

Neither the Company nor any of its Subsidiaries is in material violation of any applicable federal, state, local, foreign or other law, statute, regulation, rule, ordinance, code, convention, directive, order, judgment or other legal requirement (collectively, “Laws”) of any Governmental Authority, except where such violation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is being investigated with respect to, or been overtly threatened to be charged with or given notice of any violation of, any applicable Law, except for such of the foregoing as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.2

Valid Issuance of Common Stock.

The Shares being purchased by the Investor hereunder, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions under this Agreement and under applicable state and federal securities laws. The Common Stock issuable upon exercise of the Warrants purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Warrants, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.

2.3

Compliance with Other Instruments.

The Company is not in violation or default of any provision of its Certificate of Incorporation or Bylaws, each as amended and in effect as of the Closing. The execution, delivery, and performance of and compliance with this Agreement and the issuance and sale of the Shares or the exercise of the Warrants will not (x) result in any default or violation of the Company’s Certificate of Incorporation or Bylaws, (y) result in any default or violation of any agreement relating to its material Indebtedness or under any mortgage, deed of trust, security agreement or lease to which it is a party or in any default or violation of any material judgment, order or decree of any Governmental Authority, or (z) be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision, or result in the creation of any mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of the Company pursuant to any such provision, or the suspension, revocation, impairment or forfeiture of any material permit, license, authorization, or approval applicable to the Company, its business or operations, or any of its assets or properties pursuant to any such provision.

Representations and Warranties of the Investor.

Investor hereby represents and warrants as of the date hereof as follows:

3.1

Private Placement.

(a)

Investor is (i) an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act; (ii) aware that the sale of the Shares (collectively, including the Common Stock issuable upon exercise of the Warrants, the “Securities”) to him is being made in reliance on a private placement exemption from registration under the Securities Act and (iii) acquiring the Securities for its own account.

(b)

Investor understands and agrees that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that such Securities have not been registered under the Securities Act and that such Securities may be offered, resold, pledged or otherwise transferred only (i) in a transaction not involving a public offering, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any State of the United States, and that it will notify any subsequent permitted purchaser of Securities from it of the resale restrictions referred to above, as applicable.

(c)

Investor understands that the Company shall require that the Securities will bear a legend or other restriction substantially to the following effect (it being agreed that if the Securities are not certificated, other appropriate restrictions shall be implemented to give effect to the following):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALOR OTHER FORM OF TRANSFER, MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND UNDER APPLICABLE STATE SECURITIES LAWS.”

(d)

Investor:

(i)

is able to fend for itself in the transactions contemplated hereby;

(ii)

has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities; and

(iii)

has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment.

(e)

Investor acknowledges that (i) it has conducted its own investigation of the Company and the terms of the Securities, (ii) it has had access to the Company’s public filings with the Commission and to such financial and other information as it deems necessary to make its decision to purchase the Securities, and (iii) has been offered the opportunity to conduct such review and analysis of the business, assets, condition, operations and prospects of the Company and its Subsidiaries and to ask questions of the Company and received answers thereto, each as it deemed necessary in connection with the decision to purchase the Securities. Each Investor further acknowledges that it has had such opportunity to consult with its own counsel, financial and tax advisors and other professional advisers as it believes is sufficient for purposes of the purchase of the Securities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of the Investor to rely thereon.

The Investor has not directly or indirectly, including through a broker or finder, (i) engaged in or received any general solicitation with respect to the offer and sale of the Securities, or (ii) published or received any advertisement in connection with the offer and sale of the Securities.

(f)

Such Investor understands that the Company will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

(g)

Except for the representations and warranties contained in Section 2 of this Agreement, each Investor acknowledges that neither the Company nor any Person on behalf of the Company makes, and such Investor has not relied upon, any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or with respect to any other information provided to the Investor in connection with the transactions contemplated by this Agreement.

Piggy-back Registration Rights.

(a)

Grant of Rights. The Company hereby grants the Investor so-called “piggy-back” registration rights. If the Company at any time, prior to the time Rule 144 is available for the resale of the Shares by the Investor, proposes to register any of its Shares under the Securities Act of 1933 for sale to the public, whether for its own account or for the account of other security holders, or both, except with respect to registration rights on Forms S-4, S-8 or another form not available for registering Investor’s Shares for sale to the public, provided that such Shares are not otherwise registered for resale by Investor, each such time it will give at least fifteen (15) days’ prior written notice to Investor of its intention to do so. Upon the written request of Investor, received within ten (10) days after the giving of any such notice by the Company, to register any of the Shares not previously registered, the Company will cause such Shares as to which registration shall have been so requested to be included with the Shares to be covered by the registration statement proposed to be filed by the Company. Notwithstanding the foregoing provisions, the Company may withdraw or delay or suffer a delay of any registration statement without thereby incurring any liability to Investor. The foregoing provisions shall be subject to the following:

(i)

subject to the timelines provided in this Agreement, prepare and file with the SEC a registration statement required with respect to such Shares and use its best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as herein provided), and promptly provide to the participating Investors (the "Holders") copies of all filings and SEC letters of comment;

(ii)

prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the first to occur of (i) the availability of Rule 144 for the resale of the Shares, or (ii) such registration statement has been effective for a period of one (1) year, and comply with the provisions of the 1933 Act with respect to the disposition of all of the Shares covered by such registration statement in accordance with Holders' intended method of disposition set forth in such registration statement for such period;

(iii)

furnish to Holders, at the Holders’ expense, such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or their disposition of the Shares covered by such registration statement;

(iv)

use its best efforts to register or qualify the Shares covered by such registration statement under the Shares or "blue sky" laws of such jurisdictions as Holders reasonably require, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

(v)

if applicable, list the Shares covered by such registration statement with any securities exchange on which the common stock of the Company is then listed;

(vi)

immediately notify Holders, when a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and

(vii)

provided same would not be in violation of the provision of Regulation FD under the 1934 Act, make available for inspection by Holders, and any attorney, accountant or other agent retained by Holders or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by Holders, attorney, accountant or agent in connection with such registration statement.

(viii)

If a registration pursuant to this Section 4 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of Shares requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have a materially adverse effect on the price, timing or distribution of the Shares offered in such offering as contemplated by the Company, then the Company will include in such registration (i) first, 100% of the Shares the Company proposes to sell, (ii) second, to the extent that the number of Shares requested to be included in such registration pursuant to this Section 4 can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the number of such Shares which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of such Shares then held by each such Holder, (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner) and (iii) third, to the extent that the number of such Shares requested to be included in such registration can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the number of such Shares held by any other person which have the right to be included in such registration.

(b)

Provision of Documents. In connection with each registration described in this Paragraph, Holders will furnish to the Company in writing such information and representation letters with respect to themselves and the proposed distribution by them as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.

(c)

Expenses. All expenses incurred by the Company in complying with this Paragraph, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or "blue sky" laws, fees of the National Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents and registrars, and costs of insurance are called "Registration Expenses". All underwriting discounts and selling commissions applicable to the sale of Restricted Common Shares, including any fees and disbursements of any special counsel to Purchaser, are called "Selling Expenses". Investors shall pay the fees of their own additional counsel, if any. The Company will pay all Registration Expenses in connection with the registration statement under this Paragraph. Selling Expenses in connection with each registration statement under this Paragraph shall be borne by Investors in proportion to the number of shares sold by each of them.

(d)

Indemnification by Participating Investors. In the event of a registration of any of Investor’s Shares under the 1933 Act pursuant to this Paragraph, participating Investors will, to the extent permitted by law, indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the 1933 Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the 1933 Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which Investors’ Shares were registered under the 1933 Act pursuant to this Paragraph, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that each participating Investor will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Investor, as such, furnished in writing to the Company by that Investor specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of an Investor hereunder shall be limited to the gross proceeds received by Investor from the sale of his Shares covered by such registration statement.

(e)

Indemnification by the Company. In the event of a registration of any of Investor’s Shares under the 1933 Act pursuant to this Paragraph, the Company will, to the extent permitted by law, indemnify and hold harmless Purchaser (including its co-investors), and each person, if any, who controls Investor within the meaning of the 1933 Act, each officer of Investor who signs the registration statement, each director of Investor, each underwriter and each person who controls any underwriter within the meaning of the 1933 Act, against all losses, claims, damages or liabilities, joint or several, to which Investor or such officer, director, underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which Investor’s Shares were registered under the 1933 Act pursuant to this Paragraph, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse Investor and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Company will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made by the Company.

Survival; Indemnification.

(a) All representations, warranties, and covenants contained in this Agreement or any other document or instrument executed and delivered in connection therewith, and the indemnification contained in this Section 5 shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.

(b) The Company hereby agrees to indemnify, defend and hold harmless the Investor from and against any and all losses, claims, damages, liabilities, expenses (including, without limitation, attorneys’ fees and disbursements), judgments, or amounts paid in settlement of actions arising out of or resulting from the failure of any representation or warranty of the Company contained in this Agreement or any other document or instrument executed and delivered in connection therewith to be true and correct.

(c) The Investor hereby agrees to indemnify, defend, and hold harmless the Company, and its shareholders, officers, directors, employees, agents, and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including, without limitation, attorneys’ fees and disbursements), judgments, or amounts paid in settlement of actions arising out of or resulting from the failure of any representation or warranty of the Investor contained in this Agreement or any other document or instrument executed and delivered in connection therewith to be true and correct.

Miscellaneous.

6.1

Governing Law.

This Agreement shall be governed in all respects by the laws of the State of Delaware without regard to choice of laws or conflict of laws provisions thereof that would require the application of the laws of any other jurisdiction.

6.2

Submission to Jurisdiction; Venue; Waiver of Trial by Jury.

(a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any United States Federal court sitting in Lucas County Ohio, in the State of Ohio, over any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated thereby (or, solely to the extent that no such United States Federal court has jurisdiction over such suit, action or proceeding, to the exclusive jurisdiction of any Ohio State court sitting in Lucas County Ohio, in the State of Ohio, with respect thereto). Each of the parties irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION.

6.3

Survival.

The representations and warranties made in Section 2 shall survive any investigation made by any Investor, and shall survive the Closing for a period of one year thereafter. All statements of the Company as to factual matters contained in any certificate or exhibit delivered by or on behalf of the Company pursuant to this Agreement shall be deemed to be the representations and warranties of the Company hereunder as of the date of such certificate or exhibit.

6.4

Successors and Assigns.

Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. All rights of the Investor hereunder may be assigned to any transferee of the Securities made in accordance with applicable state and federal securities laws.

6.5

No Third Party Beneficiaries.

Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement, and no Person that is not a party to this Agreement (including without limitation any partner, member, shareholder, director, officer, employee or other beneficial owner of any party hereto, in its own capacity as such or in bringing a derivative action on behalf of a party hereto) shall have any standing as third party beneficiary with respect to this Agreement or the transactions contemplated hereby; provided, however, that the release of the persons and entities named in section 6.6 of this Agreement are expressly excluded from the application of this section 6.5.

6.6

No Personal Liability of Directors, Officers, Owners, Etc.

No individual, director, officer, employee, incorporator, shareholder, managing member, member, general partner, limited partner, principal or other agent of any of the Investor or the Company shall have any liability for any obligations of the Investor under this Agreement or for any claim based on, in respect of, or by reason of, the respective obligations of the Investor or the Company hereunder. Each party hereto hereby waives and releases all such liability. This waiver and release is a material inducement to each party’s entry into this Agreement.

6.7

Entire Agreement.

This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge, or termination is sought.

6.8

Notices, Etc.

Except as otherwise provided in this Agreement, all notices, requests, claims, demands, waivers and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, return receipt requested, or otherwise delivered by hand or by messenger, addressed:

if to Investor, to:

Woodrow Young

10893 San Paco Cir.

Fountain Valley

, CA 92708

and

if to the Company:

2254 Centennial Road

Toledo, OH 43617

Fax: (419) 535-7008

or by e-mail to jmchugh@nviro.com

(James McHugh, Sec/Treas)

6.9

Delays or Omissions; Waiver.

No delay or omission to exercise any right, power, or remedy accruing to the Investor of any Securities upon any breach or default of the Company under this Agreement shall impair any such right, power, or remedy of the Investor , nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of the Investor of any breach or default under this Agreement, or any waiver on the part of the Investor of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Agreement. All remedies, either under this Agreement or by law or otherwise afforded to the Investor, shall be cumulative and not alternative.

6.10

Expenses.

The Company and the Investor shall bear their own expenses and legal fees incurred on their behalf with respect to this Agreement and the transactions contemplated hereby.

6.11

Amendments.

Any term of this Agreement may be amended, only with the written consent of the Company and the Investor.

6.12

Counterparts.

This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile or in electronic format (i.e., “PDF”), each of which may be executed by less than all parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

Page 1

6.13

Severability.

If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

[THIS SPACE LEFT BLANK INTENTIONALLY]

Page 2

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

N-VIRO INTERNATIONAL CORPORATION

By:

/s/ James K. McHugh

Name: James K. McHugh

Title: Secretary + Treasurer

/s/ Woodrow Young________

[signature]

Woodrow Young

[print name and title, if applicable]

SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT TO Woodrow Young, dated 4/6/16

Page 3

EXHIBIT A

WARRANT TO PURCHASE

50,000

SHARES OF COMMON STOCK

N-VIRO INTERNATIONAL CORPORATION (the "Company")

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISTRIBUTED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1993, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.

Issuance No. 133 April 6, 2016

THIS CERTIFIES THAT, for valuable consideration received, Mr. Woodrow Young, Federal ID # ending in 99, (the "Holder"), or his successors or assigns, is entitled to purchase Fifty Thousand and 00/100 (50,000) fully paid and nonassessable shares of common stock, with par value of $.01 per share, of the Company (the "Stock") at a purchase price of One and 50/100 Dollar ($1.50) per share. The number of shares of Stock to be received upon exercise of this Warrant and the price to be paid per share of Stock may be adjusted, from time to time as hereinafter set forth. The shares of Stock deliverable upon such exercise, as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Shares" and the exercise price for a share of Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Warrant Price". The terms and provisions of Stock as of the date hereof are set forth in the Certificate of Incorporation of the Company.

ANTIDILUTION PROVISIONS.

(a)

Adjustment of Number of Shares. This Warrant, the Warrant Price and the number of Warrant Shares are subject to adjustment under the following provisions:

(i)

Dividends, Reclassification, etc.. In case, prior to the expiration of this Warrant by exercise or by its terms, the Company shall at any time issue Stock as a stock dividend or other distribution or subdivide the number of outstanding shares of Stock into a greater number of shares, then, in either of such cases, the Warrant Price of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately reduced and the number of Warrant Shares at that time purchasable pursuant to this Warrant shall be proportionately increased; and conversely, in the event the Company shall contract the number of outstanding shares of Stock by combining such shares into a smaller number of shares, then, in such case, the Warrant Price of the Warrant Shares purchasable pursuant to this Warrant in effect at the time of such action shall be proportionately increased and the number of Warrant Shares at that time purchasable pursuant to this Warrant shall be proportionately decreased. If the Company shall, at any time during the life of this Warrant, declare a dividend payable in cash on its Stock and shall at substantially the same time offer to the holders of its Stock the right to purchase new Stock from the proceeds of such dividend or for an amount substantially equal to the dividend, all shares of Stock so issued shall, for the purpose of this Warrant be deemed to have been issued as a stock dividend. Any dividend paid or distributed upon the Stock in shares of any other class of securities convertible into Stock shall be treated as a dividend paid in Stock to the extent that Stock is issuable upon the conversion thereof.

(b)

Stock Defined. Whenever reference is made in this Section 1 to the issue or sale of shares of Stock, the term "Stock" shall mean the Stock of the Company of the class authorized as of the date hereof and any other class of stock ranking on a parity with such Stock. However, shares issuable upon exercise of this Warrant shall include only shares of the class designated as Stock of the Company as of the date hereof.

(c)

Determination of Adjusted Purchase Price. Upon the occurrence of each event requiring an adjustment of the Warrant Price and of the number of Warrant Shares purchasable pursuant to this Warrant in accordance with, and as required by, the terms of this Warrant, the Company’s Chief Financial Officer shall forthwith compute the adjusted Warrant Price and the adjusted number of shares purchasable at such adjusted Warrant Price by reason of such event in accordance with the provisions hereof. The Company shall mail forthwith to the holder of this Warrant a copy of such computation.

LIMITATIONS ON EXERCISE RIGHT.

This Warrant is exercisable only from the date of issuance through and including the expiration date of April 6, 2019.

EXERCISE OF WARRANT.

The terms and conditions upon which this Warrant may be exercised, and the Stock covered hereby may be purchased, are as follows:

(a)

Method of Exercise. At any time after 12:01 a.m. Toledo, Ohio time on the date hereof and prior to 5:00 p.m., Toledo, Ohio time on April 6, 2019, the Holder may exercise in whole or in part this Warrant. Such exercise shall be effected by:

(i)

the surrender of this Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary or any Assistant Secretary of the Company at its principal offices.

(ii)

the payment to the Company, by certified or cashier’s check or bank draft payable to its order, of an amount equal to the aggregate Warrant Price for the number of Warrant Shares for which the purchase rights hereunder are being exercised.

(b)

Issuance of Shares. The Company shall cause, at its expense, the issuance within five (5) business days of the date of exercise hereof to the Holder of such number of Warrant Shares as subscribed for by the Holder. All such Warrant Shares shall be unregistered, restricted securities. In the event that, pursuant to subparagraph 3(a), there is a partial exercise of a Warrant, a Warrant for the unexercised portion shall be issued to the Holder.

(c)

Conditions Precedent to Obligations of the Company. The obligation of the Company under this Warrant to sell and deliver the Warrant Shares, is at its option, subject to (i) receiving an opinion of counsel for the Company that the Company has complied with or is exempt from (a) all applicable registration requirements under the Securities Act of 1933, (b) all applicable registration requirements under the securities laws of any state, and (c) all other requirements of law or of any regulatory body having jurisdiction over the issuance and delivery of the Warrant Shares; and (ii) the Holder's complying with all the terms and conditions of this Warrant.

(d)

Restrictive Legend. Any stock certificates evidencing Warrant Shares acquired under this Warrant pursuant to an unregistered transaction shall bear the following restrictive legend and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law:

RESERVATION OF STOCK ISSUABLE UPON CONVERSION.

Solely for the purpose of effecting the exercise of this Warrant the Company shall at all times reserve and keep available out of its authorized but unissued shares of Stock such number of shares of Stock as shall from time to time be sufficient to effect the exercise of this Warrant.

TRANSFERS AND EXCHANGES.

(a)

Subject only to limitations imposed by the Securities Act of 1933, as amended, and applicable state securities laws, this Warrant and all rights hereunder are transferable in whole, or in part, by the Holder. The transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Secretary or any Assistant Secretary of the Company at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer (if any) and a new Warrant shall be issued in the name of the transferee. In the event of a partial transfer, the Company shall issue to the Holders one or more appropriate new Warrants.

(b)

Each Holder agrees that this Warrant when endorsed in blank shall be negotiable and that when so endorsed the Holder may be treated by the Company and all other persons dealing with this Warrant as the absolute owner for all purposes and as the person entitled to exercise the purchase rights evidenced hereby; provided, however, that until such time as the transfer is recorded on the books of the Company, the Company may treat the registered Holder of this Warrant as the absolute owner.

(c)

All Warrants issued in connection with transfers or exchanges of this Warrant shall bear the same date as this Warrant and shall be identical in form and provision to this Warrant except for the number of shares purchasable thereunder.

NO PRIVILEGES OF STOCK OWNERSHIP.

Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a shareholder of the Company, including (without limitation) the right to vote, receive dividends or other distributions, exercise preemptive rights or be notified of shareholder meetings, and such Holder shall not be entitled to any notice or other communication concerning the business or affairs of the Company except as otherwise provided herein.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Holder as follows:

(a)

The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Company has all requisite corporate power and authority to own its properties and conduct its business as now being conducted. The Company is duly licensed or qualified to conduct business in each jurisdiction wherein the failure to be licensed or qualified could have a material adverse effect on the business or financial condition of the Company or its ability to execute, deliver or perform its obligations under this Warrant.

(b)

Upon issuance thereof and payment therefore as contemplated in this Warrant, each Warrant Share will have been duly authorized and validly issued and will be fully paid and nonassessable and free of preemptive rights.

(c)

The Company has all requisite corporate power and authority to execute, deliver and perform this Warrant and to consummate the transactions contemplated hereby. The Company has taken all requisite corporate action to authorize the execution, delivery and performance of this Warrant. This Warrant has been duly executed and delivered by the Company. This Warrant is the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.

(d)

The execution, delivery and performance of this Warrant and the consummation of the transaction contemplated hereby; (i) do not violate any provisions of law applicable to the Company, (ii) will not conflict with, or result in the breach or termination of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse of time or both), the Company's Certificate of Incorporation or By-Laws, or any indenture, mortgage, lease, deed of trust, or other instrument, contract or agreement or any order, judgment, arbitration award, or decree to which the Company is a party or by which it or any of its assets and properties are bound and (iii) do not and will not result in the creation of any encumbrance upon any of the properties, assets, or business of the Company.

NOTICES.

All communications hereunder shall be in writing and shall be deemed duly given when delivered personally, when sent by facsimile transmission (receipt confirmed) or one day after being mailed by first class mail, postage prepaid or sent by overnight courier, properly addressed, if to the Company, to N-Viro International Corporation, 2254 Centennial Road, Toledo, Ohio 43617, Attention: Timothy R. Kasmoch President and CEO, fax 419-535-7008, or if to the Holder hereof, at the address last appearing on the records of the Company. The Company or the Holder hereof may change such address and/or facsimile number at any time or times by notice hereunder to the other.

GOVERNING LAW.

This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of Delaware and for all purposes shall be construed in accordance with and governed by the laws of said state, without giving effect to the conflict of laws principles.

10.

ATTORNEY’S FEES.

In any litigation, arbitration or court proceeding between the Company and the Holder as the holder of this Warrant relating hereto, the prevailing party shall be entitled to reasonable attorney’s fees and expenses incurred in enforcing this Warrant.

11.

AMENDMENTS.

This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Company and the Holder as the holder hereof.

12.

SUCCESSORS AND ASSIGNS

The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the holder thereof and their respective successors and assigns.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate No. 133 to be duly executed as of the day and year first above written.

N-VIRO INTERNATIONAL CORPORATION

By: /s/ James K. McHugh

James K. McHugh

Secretary and Treasurer

Page 1

NOTICE OF EXERCISE

To:

N-Viro International Corporation

The undersigned hereby elects to purchase ___________________ shares (the "Shares") of common stock $.01 par value of N-Viro International Corporation, a Delaware Corporation (the "Company"), pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price and any transfer taxes payable pursuant to the terms of the Warrant, together with an investment representation statement in form and substance satisfactory to legal counsel to the Company.

The Shares to be received by the undersigned upon exercise of the Warrant are being acquired for its own account not as a nominee or agent, and not with a view to resale or distribution of any part thereof, and the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the same, except in compliance with applicable federal and state securities laws. The undersigned further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to the Shares. The undersigned believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares.

The undersigned understands that the Shares are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from the Company in transactions not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933, as amended (the "Act"), only in certain limited circumstances. In this connection, the undersigned represents that it is familiar with Rule 144 of the Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

The undersigned understands the certificates evidencing the Shares may bear one or all of the following legends:

(a)

"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."

(b)

Any legend required by applicable state law.

Please issue a certificate or certificates representing said Shares in the name of the undersigned.

Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned.

_____________________________________________

[Name]

____________________________

_____________________________________________

[Date]

[Signature]

Page 2

EX-10.25 18 nvics1a2016923_ex10z25.htm EXHIBIT 10.25 - TANGIERS GLOBAL Exhibit 10.25 - Tangiers Global

EXHIBIT A

Exhibit 10.25

Note: April 25, 2016

10% CONVERTIBLE PROMISSORY NOTE

N-VIRO INTERNATIONAL CORP.

Issuance Date: April 25, 2016

Total Face Value of Note: $110,000

THIS NOTE is a duly authorized Convertible Promissory Note of N-Viro International Corp. a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), designated as the Company's 10% Convertible Promissory Note due April 25, 2017 (“Maturity Date”) in the principal amount of $110,000 (the “Note”).

FOR VALUE RECEIVED, the Company hereby promises to pay to the order of Tangiers Global, LLC or its registered assigns or successors-in-interest (“Holder”) the Principal Sum of $110,000 (the “Principal Sum”) and to pay “guaranteed” interest on the principal balance hereof at an amount equivalent to 10% of the Principal Sum, to the extent such Principal Sum and “guaranteed” interest and any other interest, fees, liquidated damages and/or items due to Holder herein have been repaid or converted into the Company's Common Stock (the “Common Stock”), in accordance with the terms hereof. If the Company pays the Note off in full within 90 days following the Effective Date as per the pre-payment terms detailed below, the Holder agrees to waive the 10% interest charge. The sum of $100,000 shall be remitted and delivered to the Company, and $10,000 shall be retained by the Purchaser through an original issue discount (the “OID”) for due diligence and legal bills related to this transaction.

This Note may be prepaid by the Company, in whole or in part, according to the following schedule:


Days Since Effective Date	Prepayment Amount
Under 30	100% of Principal Amount
31-60	110% of Principal Amount
61-90	120% of Principal Amount
91-120	130% of Principal Amount
121-150	140% of Principal Amount
151-180	150% of Principal Amount

For purposes hereof the following terms shall have the meanings ascribed to them below:

“Principal Market” shall refer to the primary exchange on which the Company’s common stock is traded or quoted.

“Trading Day” shall mean a day on which there is trading or quoting for any security on the Principal Market.

The following terms and conditions shall apply to this Note:

Section 1.00

Conversion.

(a)

the Conversion Formula. The date of any conversion notice (“Conversion Notice”) hereunder shall be referred to herein as the “Conversion Date”.

(b)

(d)

(e)

The Company agrees that this is a material term of this Note and any breach of this Section 1.00(e) will result in a default of the Note.

(f)

(g)

amount will be returned to the Principal Sum with the rescinded conversion shares returned to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date.

(h)

Shorting and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock prior to conversion.

(i)

Section 2.00

Defaults and Remedies.

(a)

(b)

Section 3.00

Representations and Warranties of Holder.

Holder hereby represents and warrants to the Company that:

(a)

Holder is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended (the “1933 Act”), and will acquire this Note and the Underlying Shares

(collectively, the “Securities”) for its own account and not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in a manner which would require registration under the 1933 Act or any state securities laws. Holder has such knowledge and experience in financial and business matters that such Holder is capable of evaluating the merits and risks of the Securities. Holder can bear the economic risk of the Securities, has knowledge and experience in financial business matters and is capable of bearing and managing the risk of investment in the Securities. Holder recognizes that the Securities have not been registered under the 1933 Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities is registered under the 1933 Act or unless an exemption from registration is available. Holder has carefully considered and has, to the extent Holder believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, and has determined that the Securities are a suitable investment for it. Holder has not been offered the Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Holders’ knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Holder has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of the Securities and the Company, and all such questions have been answered to the full satisfaction of Holder. The Company has not supplied Holder any information regarding the Securities or an investment in the Securities other than as contained in this Agreement, and Holder is relying on its own investigation and evaluation of the Company and the Securities and not on any other information.

(b)

The Holder is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Holder is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

(c)

All corporate action has been taken on the part of the Holder, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note. The Holder has taken all corporate action required to make all of the obligations of the Holder reflected in the provisions of this Note, valid and enforceable obligations.

(d)

Each certificate or instrument representing Securities will be endorsed with the following legend (or a substantially similar legend), unless or until registered under the 1933 Act:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

Section 4.00

General.

(a)

(b)

(c)

(d)

(e)

(f)

Governing Law; Jurisdiction.

(i)

(ii)

(iii)

(iv)

(v)

(g)

(h)

[Signature Page to Follow.]

IN WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be duly executed on the day and in the year first above written.

N-VIRO INTERNATIONAL CORP.

By: /s/ Timothy R. Kasmoch

Name:

Timothy R. Kasmoch

Title:

President and Chief Executive Officer

Email:

tkasmoch@nviro.com

Address: 2254 Centennial Rd., Toledo, OH 43617

This Convertible Promissory Note of April 25, 2016 is accepted this 25 day of April , 2016 by

Tangiers Global, LLC

By:

/s/ Michael Sobeck

Name: Michael Sobeck

Title: Managing Member

EXHIBIT A

FORM OF CONVERSION NOTICE

(To be executed by the Holder in order to convert all or part of that certain $110,000 Convertible Promissory Note identified as the Note)

DATE:

____________________________

FROM:

Tangiers Global, LLC

Re:

$110,000 Convertible Promissory Note (this “Note”) originally issued by N-Viro International Corp., a Delaware corporation, to Tangiers Global, LLC on April 25, 2016.

The undersigned on behalf of Tangiers Global, LLC, hereby elects to convert $_______________________ of the aggregate outstanding Principal Sum (as defined in the Note) indicated below of this Note into shares of Common Stock, $0.01 par value per share, of N-Viro International Corp. (the “Company”), according to the conditions hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the undersigned will not exceed the “Restricted Ownership Percentage” contained in this Note.

Conversion information:

Date to Effect Conversion

Aggregate Principal Sum of Note Being Converted

Aggregate Interest on Amount Being Converted

Remaining Principal Balance

Number of Shares of Common Stock to be Issued

Applicable Conversion Price

Signature

Name

Address

EXHIBIT B

WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF

N-VIRO INTERNATIONAL CORP.

Convertible Note with Tangiers Global, LLC

The board of directors of the Company has reviewed and authorized the following documents relating to the issuance of a Convertible Promissory Note in the amount of $110,000 with Tangiers Global, LLC.

The documents agreed to and dated April 25, 2016 are as follows:

10% Convertible Promissory Note of N-Viro International Corp.

Irrevocable Transfer Agent Instructions

Notarized Certificate of Corporate Secretary

Disbursement Instructions

IN WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of April 25, 2016.

/s/ James K. McHugh

By: James K. McHugh

Its: Corporate Secretary

EXHIBIT C

NOTARIZED CERTIFICATE OF CORPORATE SECRETARY OF

N-VIRO INTERNATIONAL CORP.

(Two Pages)

The undersigned, James K. McHugh , is the duly elected Corporate Secretary of N-Viro International Corp., a Delaware corporation (the “Company”).

(A)

The issuance of that certain convertible promissory note dated April 25, 2016 (the “Note Issuance Date”) issued to Tangiers Global, LLC (the “Holder”) in the stated original principal amount of $110,000 (the “Note”);

(B)

The Company’s Board of Directors duly approved the issuance of the Note to the Holder;

(C)

(D)

(E)

The Company’s Board of Directors have approved duly adopted resolutions approving the Irrevocable Instructions to the Company’s Stock Transfer Agent dated April 25, 2016;

(F)

Mark the appropriate selection:

(G)

(H)

I understand that all of the representations set forth in this Certificate will be relied upon by counsel to Tangiers Investment Group, LLC in connection with the preparation of a legal opinion.

I hereby affix my signature to this Notarized Certificate and hereby confirm the accuracy of the statements made herein.

Signed:

/s/ James K. McHugh

Date:

4/26/16

Name:

James K. McHugh

Title: Corporate Secretary

SUBSCRIBED AND SWORN TO BEFORE ME ON THIS 26^th DAY OF April 2016.

Commission Expires:_August 27, 2018

/s/ Jacquelyn Revilla

Notary Public

Jacquelyn Revilla

Notary Public, State of Ohio

My Commission Expires

August 27, 2016

[Notary Stamp here]

EXHIBIT D

TO:

Tangiers Global, LLC

FROM:

N-Viro International Corp.

DATE:

April 25, 2016

RE:

Disbursement of Funds

Pursuant to that certain Note Purchase Agreement between the parties listed above and dated April 25, 2016, a disbursement of funds will take place in the amount and manner described below:


Please disburse to:
Amount to disburse:	$100,000
Form of distribution	Wire
Name	N-Viro International Corporation
Company Address	2254 Centennial Road Toledo, OH 43617 (419) 535-6374
Wire Instructions:	Bank: Fifth Third Bank, NW ABA Routing Number: 042000314 (for a WIRE) Account Number: 7342872608 SWIFT Code: FTBCUS3C Account Name: N-Viro International Corporation Phone: (419) 841-0650 - Jacquelyn Revilla, Bank Mgr.

TOTAL: $100,000

For: N-Viro International Corp.

By: /s/ James K. McHugh

Dated: April 25, 2016

Name:

James K. McHugh

Its:

Secretary, Chief Financial Officer

EX-23.1 19 nvics1a2016923_ex23z1.htm EXHIBIT 23.1 - UHY CONSENT Exhibit 23.1 - UHY consent

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion of our report dated April 14, 2016, relating to the consolidated financial statements of N-Viro International Corporation as of December 31, 2015 and 2014 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended in this Amendment No. 1 to the Registration Statement on Form S-1 (Form S-1 No. 333-212688). We also consent to the reference to our Firm under the heading “Experts” in such Registration Statement.

Our report described above contains an explanatory paragraph that states that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ UHY LLP

UHY LLP

Farmington Hills, Michigan

October 24, 2016

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Note 1.                        Organization and Basis of Presentation               The accompanying consolidated financial statements of N-Viro International Corporation (the Company) are unaudited but, in management's opinion, reflect all adjustments (including normal recurring accruals) necessary to present fairly such information for the period and at the dates indicated.  The results of operations for the three months ended March 31, 2016 may not be indicative of the results of operations for the year ending December 31, 2016.  Since the accompanying consolidated financial statements have been prepared in accordance with Article 8 of Regulation S-X, they do not contain all information and footnotes normally contained in annual consolidated financial statements; accordingly, they should be read in conjunction with the consolidated financial statements and notes thereto appearing in the Company's Form 10-K for the period ending December 31, 2015.   The financial statements are consolidated as of June 30, 2016, December 31, 2015 and June 30, 2015 for the Company.  All intercompany transactions were eliminated.                 In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  There have been no changes in the selection and application of significant accounting policies and estimates disclosed in Item 8 Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2015.                 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has negative working capital of approximately $1,867,000 at June 30, 2016, and has incurred recurring losses and negative cash flow from operations for the six months ended June 30, 2016 and years ended December 31, 2015 and 2014.  Moreover, while the Company expects to arrange for financing with lending institutions, there can be no assurances that the Company will have the ability to do so.  The Company has borrowed money from third parties and related parties and expects to be able to generate future cash from the exercises of common stock options and warrants, new debt and equity issuances.  The Company has substantially slowed payments to trade vendors, and has renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables.  In 2014, 2015 and early 2016, the Company issued new equity for total cash realized of approximately $1.4 million.  In 2013, 2014 and again in 2015, the Company modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014.  In October 2015, the Company extended the expiration date of all outstanding warrants for exactly one year.  Beginning in March 2014, our operations in Volusia County, Florida, which at the time represented substantially all of our revenue, were voluntarily delayed while the Company employed additional personnel and moved assets to its new site in Bradley, Florida.  When operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred, and has remained at this lower level or decreased over subsequent periods to date.  These factors raise substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.                 Certain amounts in the Condensed Consolidated Balance Sheets at December 31, 2015 have been reclassified to conform to the current period presentation.

Note 2.                        Notes Receivable               In January 2016, the Company entered into a Promissory Note (the Note Receivable) for $100,000 with N-Viro Energy Limited (Ltd), a related party, and concurrently advanced Ltd $55,000 of cash for expenses in connection with its China project.  The Note Receivable was due on April 15, 2016 at a stated interest rate of 5% per annum.  The entire balance of principal and related accrued interest receivable has been fully reserved, as collectability is deemed doubtful, and a charge to earnings has been recorded at March 31, 2016.  In May 2016, the Company agreed to a revised Note Receivable for $120,000, and concurrently advanced Ltd $65,000 of cash for expenses in connection with its China project.  No other terms of the Note Receivable were changed, and the Note Receivable is in default as of the date of this filing.  The entire balance of principal and related accrued interest receivable has been fully reserved, as collectability is deemed doubtful, and a charge to earnings has been recorded at June 30, 2016.

Note 3.                        Notes Payable   In 2011 the Company borrowed $200,000 with a Promissory Note (the Note) payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Companys President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment.  Timothy Kasmoch has personally guaranteed the repayment of this Note.  As of June 30, 2016 the Note was past due and the Company is in default.  The Company expects to extend the Note in the near future and pay it in full in 2016, although there can be no assurance the Company will have adequate cash flow to allow for any additional payments or that the maturity date will be extended.  In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note.  Counsel demanded payment of the entire amount due under the Note as well as defaulted payments under the related BGH capital lease discussed in Note 4, along with additional accrued interest and penalties.  At June 30, 2016 and December 31, 2015 the Company accrued a total of $154,340 and $95,780, respectively, in estimated interest and penalties, recorded in accrued interest and accounts payable.  The Company is in negotiations with counsel and David and Edna Kasmoch to resolve this default, although there can be no assurance these negotiations will be successful.   In 2012 the Company received a Notice and Demand of Payment Withdrawal Liability from Central States Southeast and Southwest Areas Pension Fund (the Notice), the pension trustee that was funded by the Company for the benefit of its former employees at its City of Toledo operation.  In December 2013, the Company received a Notice of Default from Central States, and in September 2014 the Company agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with payments of $6,000 per month for the first twelve months and $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016.  Concurrently a separate security agreement was agreed on, effectively securing all of the Companys assets and future rights to assets.  As of the date of this filing, the Company is not in compliance with the new settlement agreement, as the remaining two payments of $10,000 as well as the balloon payment are overdue.  In an event of default, the Company becomes liable for liquidating damages to Central States in the amount of $78,965.  This liability has been added to the total amount owed under this agreement.  The amount owed under this agreement was $417,842 as of June 30, 2016 and $408,031 as of December 31, 2015, respectively.   In 2009 the Company approved an offering of up to $1,000,000 of Convertible Debentures (the Debentures), convertible at any time into our unregistered common stock at $2.00 per share.  The Debentures were issuable in $5,000 denominations, are unsecured and have a stated interest rate of 8%, payable quarterly to holders of record.  As of June 30, 2013, the Company held $455,000 of Debentures, but defaulted and did not pay the holders the principal amount due, all of which became due.  During 2015, two of the Companys debenture holders converted their respective debt to restricted shares of the Companys common stock, reducing the amount of Debentures that remain outstanding and in default at June 30, 2016 to $365,000.  The Company continues to accrue interest on the principal amount at the rate set forth in the Debentures until the principal amount is paid in full.  The Company has not made the interest payments due in October 2015 or those due in January, April and July of 2016.  The Company expects to pay all accrued interest due and the principal amount to all outstanding holders of the Debentures after completing substitute financial arrangements, though there can be no assurance of the timing of receipt of these funds and amounts available from these substitute arrangements.   In October 2015, the Company financed its directors and officers insurance and borrowed $30,100 over 10 months at 9% interest, with monthly payments of $3,136 and the note is unsecured.  The amount owed on this note as of June 30, 2016 was $9,337.   In December 2015, the Company entered into an agreement with JSJ Investments, Inc. (JSJ) to issue a convertible promissory note (JSJ Note) to the Company for $125,000 in cash, less $10,000 in fees paid in debt issuance costs to a third party.  The JSJ Note was for a term of nine (9) month, an interest rate of 10%, and a $4,000 original issue discount fee on actual payments made.  JSJ could elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice.  The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Companys transfer agent.  The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.  The conversion feature of the JSJ Note was determined to be a beneficial conversion feature and was recorded as a debt discount at a fair value of $83,000 at the time of issuance, and was subsequently amortized to interest expense ratably over the term outstanding.  As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the JSJ Note was retired in late June 2016 for a total payment of approximately $190,300, including accrued interest and $62,500 in an early prepayment premium.   In January 2016, the Company entered into an agreement with JMJ Financial (JMJ), to issue a Convertible Promissory Note (JMJ Note) to the Company for $500,000, with an initial loan of $100,000 in cash, less $6,950 in debt issuance costs paid to Craft Capital Management, LLC (Craft).  Craft also received 4,000 stock warrants, valued at $3,000, to purchase unregistered common stock of the Company at an exercise price of $1.00 per share.  The JMJ Note is for a term of two (2) years, an interest rate of 12% if not paid within the first 90 days, and a 10% original issue discount fee on actual payments made.  After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice.  The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Companys transfer agent.  The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.  The conversion feature of the JMJ Note was determined to be a beneficial conversion feature and was recorded as a debt discount at fair value of $67,000.  This debt discount is being amortized to interest expense ratably over the two year note term.  The total amount owed on the JMJ Note was $100,000 and the gross discount was $57,920, including net debt issuance costs of $7,670, as of June 30, 2016.  The carrying amount on the JMJ Note was $42,080 as of June 30, 2016, and is classified as long-term debt on the balance sheet.   In March 2016, the Company entered into an agreement with Tangiers Investment Group, LLC (Tangiers), to issue a 10% Convertible Promissory Note (Tangiers Note) to the Company for $58,500 in cash, less $8,500 in original issue discount retained by Tangiers for due diligence and legal expenses.  The Tangiers Note was for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the March 2016 effective date.  At any time Tangiers could elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice.  The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Companys transfer agent.  The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.  The conversion feature of the Tangiers Note was determined to be a beneficial conversion feature, and was recorded as a debt discount at fair value of $39,000 at the time of issuance and subsequently amortized to interest expense ratably over the term outstanding.  As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the Tangiers Note was retired in late June 2016 for a total payment of $81,900, including accrued interest and approximately $17,600 in an early prepayment premium.   In April 2016, the Company entered into an agreement with Tangiers Global, LLC (Tangiers Global), to issue a 10% Convertible Promissory Note (Tangiers Global Note) to the Company for $110,000 in cash, less $10,000 in original issue discount retained by Tangiers Global.  The Tangiers Global Note was for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the April 2016 effective date.  At any time Tangiers Global could elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice.  The Company was also required to reserve 1,400,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Companys transfer agent.  The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.  The conversion feature of the Tangiers Global Note was determined to be a beneficial conversion feature, and was recorded as a debt discount at a fair value of $73,000 and subsequently amortized to interest expense ratably over the term outstanding.  As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the Tangiers Global Note was retired in late June 2016 for a total payment of $121,000, including a $11,000 early prepayment premium.   In June 2016, the Company entered into a second agreement with JMJ Financial (JMJ), to issue a convertible promissory note to JMJ (JMJ Note #2)  in the principal amount of $585,000 in cash, less $60,000 in original issue discount retained by JMJ, less $31,500 in debt issuance costs paid to Craft Capital Management LLC.  Craft also received 21,000 stock warrants, valued at $19,900, to purchase unregistered common stock of the Company at a purchase price of $1.00 per share.  The JMJ Note #2 is due and payable on June 13, 2017 and is convertible at the lesser of $0.90 or 75% of the lowest trade price in the 25 trading days previous to the conversion date.  The JMJ Note #2 is convertible at the sole option of JMJ. The Company has the right to repay up to 98% of the JMJ Note #2 after the effective date in an amount equal to 120% of the sum of the principal sum being repaid plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum or, alternatively, at any time on or before 180 days after the issuance date of the JMJ Note #2 to pay an amount equal to 140% of the sum of the principal sum being repaid, plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due of such principal sum.  After 180 days after the issuance date of the JMJ Note #2, the Company may not prepay the note prior to the maturity date without the approval of JMJ.  JMJ has the right in its sole discretion to require the Company to repurchase the JMJ Note #2 from JMJ at any time after the issuance date in an amount equal to 125% of the sum of the principal sum plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum.  The Company was required to reserve 8,000,000 shares of common stock for potential conversion of the JMJ Note #2.  The Company also agreed to file an S-1 Registration Statement (S-1) to register the resale of the shares of common stock issuable upon conversion of the JMJ Note #2 as well as the resale of 455,000 warrants issued to JMJ in connection with this transaction.  The S-1 is required to include 5,000,000 shares of common stock for potential resale of the securities issuable upon conversion of the JMJ Note #2 and exercise of the warrants.  The Registration Rights Agreement provides for a $50,000 penalty in the event the S-1 is not filed with the SEC on or before August 1, 2016 and a $25,000 penalty if the S-1 is not declared effective within 90 days of June 13, 2016.  Exemption from registration is claimed under Section 4(2) of the Securities Act as transaction by an issuer not involving a public offering.  The Company filed the S-1 on July 25, 2016, thus avoiding the $50,000 penalty, and as of the date of this filing the S-1 has not yet been declared effective.  The conversion feature and attached warrants of the JMJ Note #2 were valued and determined to be beneficial.  The fair value of the beneficial conversion feature and warrants were recorded as a debt discount at their relative fair values totaling $473,600.  This debt discount is being amortized to interest expense ratably over the one year note term.  The total amount owed on the JMJ Note #2 was $585,000 and the gross discount was $557,375, including an original issue discount of $57,167 and net debt issuance costs of $48,973, as of June 30, 2016.  The carrying amount on the JMJ Note #2 was $27,625 as of June 30, 2016, and is classified as short-term debt on the balance sheet.   As of June 30, 2016, both of the outstanding convertible notes to JMJ Financial (collectively, the JMJ Notes) have no floor price but provide that unless otherwise agreed to in writing by the Company and JMJ, at no time will JMJ convert any amount of the JMJ Notes into common stock that would result in the investor owning more than 4.99% of the Companys outstanding common stock.  The Company has filed a Form S-1 Registration Statement to register 5,000,000 shares of common stock for resale, which includes 455,000 shares issuable upon exercise of warrants and up to 4,545,000 shares of common stock issuable upon conversion of the JMJ Notes in the aggregate principal amount of $685,000.  As of the filing date of this Form 10-Q, said Registration Statement has not been declared effective by the Securities and Exchange Commission.

Note 4.                        Capital Lease, in default   In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC (BGH), a company owned by David Kasmoch, the father of Timothy R. Kasmoch, the Companys President and Chief Executive Officer.  The lease term is for five years beginning June 1, 2014 and a monthly payment of $10,000.  This lease has been determined to be a capital lease and a liability and related asset of $420,346 was recorded in June 2014 concurrent with the start of the lease agreement.   Depreciation on assets under capital leases charged to expense for both the six and three months ended June 30, 2016 and 2015 was $42,014 and $21,007, respectively, recorded as cost of sales.  Interest charged related to capital lease liabilities for the six months ended June 30, 2016 and 2015 was $22,800 and $27,952, respectively, and for the three months ended June 30, 2016 and 2015 was $11,054 and $13,677, respectively, recorded as interest expense.  At both June 30, 2016 and December 31, 2015, the Company was delinquent in its payments and in default of its lease agreement however there is no acceleration provision in the lease agreement.  The total lease liability at both June 30, 2016 and December 31, 2015 was $375,436.

Note 5.                        Commitments and Contingencies   Effective July 17, 2016, the Company entered into an Employment Agreement (the Agreement) with Timothy R. Kasmoch to serve as the Companys President and Chief Executive Officer commencing July 17, 2016.  The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term.  The Agreement provides that Mr. Kasmoch is to receive an annual base salary of $150,000, subject to annual increase at the discretion of the Board of Directors of the Company.  In addition, Mr. Kasmoch is eligible for an annual cash bonus in an amount to be determined, a vehicle allowance, and otherwise subject to the discretion of, the Board of Directors.  Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Kasmoch's performance.  The Agreement also provides for annual stock option grants to Mr. Kasmoch.  The Employment Agreement permits Mr. Kasmoch to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company.  In the event the Company terminates his Employment Agreement without cause, Mr. Kasmoch is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date.  Additional information about the Agreement is available as Exhibit 10.7 in the Form S-1 filed on July 25, 2016.   Effective July 17, 2016, the Company entered into an Employment Agreement (the Agreement) with Robert W. Bohmer to serve as the Companys Executive Vice President and General Counsel commencing July 17, 2016.  The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term.  The Agreement provides that Mr. Bohmer is to receive an annual base salary of $57,200, subject to annual increase at the discretion of the Board of Directors of the Company.  In addition, Mr. Bohmer is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors.  Under the Agreement, this determination is to be based upon the President/Chief Executive Officers and Board of Directors review of Mr. Bohmer's performance.  The Agreement also provides for annual stock option grants to Mr. Bohmer.  The Employment Agreement permits Mr. Bohmer to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company.  In the event the Company terminates his Employment Agreement without cause, Mr. Bohmer is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof.  Employee shall also have the right to exercise all options that have vested through and including the termination date.  Additional information about the Agreement is available as Exhibit 10.8 in the Form S-1 filed on July 25, 2016.   Effective July 17, 2016, the Company entered into an Employment Agreement (the Agreement) with James K. McHugh to serve as the Companys Chief Financial Officer, Secretary and Treasurer commencing July 17, 2016.  The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term.  The Agreement provides that Mr. McHugh is to receive an annual base salary of $125,000, subject to annual increase at the discretion of the Board of Directors of the Company.  In addition, Mr. McHugh is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors.  Under the Agreement, this determination is to be based upon the President/Chief Executive Officers and Board of Directors review of Mr. McHugh's performance.  The Agreement also provides for annual stock option grants to Mr. McHugh.  The Employment Agreement permits Mr. McHugh to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company.  In the event the Company terminates his Employment Agreement without cause, Mr. McHugh is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof.  Employee shall also have the right to exercise all options that have vested through and including the termination date.  Additional information about the Agreement is available as Exhibit 10.9 in the Form S-1 filed on July 25, 2016.   As of June 30, 2016, the Company has accrued a liability of approximately $182,000 to reflect the total amount of salary and related payroll taxes voluntarily deferred by its three executive officers since February 2012 under their 2010 employment agreements, as amended, as well as approximately $82,000 in undeferred salary and related payroll taxes, for a combined total of approximately $264,000 in unpaid salaries and related payroll taxes.  Additional information about the 2010 employment agreements and any subsequent amendments for the officers is available in Item 11 Executive Compensation of the Form 10-K filed on April 14, 2016.   The Companys executive and administrative offices are located in Toledo, Ohio.  In April 2011, the Company signed a 68 month lease with Deerpoint Development Co., Ltd. (Deerpoint).  The total minimum rental commitment for the remaining succeeding year of 2016 is $40,764.  In June 2015, the Company issued Deerpoint 16,106 shares of unregistered common stock at a price of $1.43 per share in exchange for six months rent, resulting in net additional expense of approximately $2,600 above the contracted amount, but saving approximately $20,400 of cash.  The total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is approximately $20,400 and $23,000, respectively.  The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is approximately $10,200 and $12,800, respectively.   In October 2010, the Company began to lease property in Emlenton, Pennsylvania under a lease with A-C Valley Industrial Park, for one year.  After September 2011, the Company operated under a month-to-month lease agreement, for a reduced rate, therefore there is no minimum rental commitment at June 30, 2016 for any of the succeeding five years.  The total rental expense included in the statements of operations for each of the six months and three months ended June 30, 2016 and 2015 is $6,000 and $3,000, respectively.               In June 2009, the Company began to maintain an office in West Unity, Ohio under a lease with D&B Colon Leasing, LLC, (D&B) for one year.  In June 2010, the Company renewed the lease for an additional year through May 2011, and operated under a month-to-month lease until the Company closed the office in September 2014.  In June 2015, the Company issued D&B 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash.  The total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is $-0- and $3,600, respectively.  The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is $-0- and $3,600, respectively.   For each of the six months and three months ended June 30, 2016 and 2015, the Company paid a total of $13,200 and $6,600, respectively, recorded as rent in selling, general and administrative expense, on behalf of the Chief Executive Officer.  No future commitment exists in any succeeding years as the residential building lease is not in the Companys name, however the Company expects to pay $8,800 for the remainder of 2016 through the lease term maturing October 31, 2016.   In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC, for a five year lease term beginning June 1, 2014 and a monthly payment of $10,000.  More details can be found in Note 4 Capital Lease, in default.   In September 2014, the Company entered into an operating lease with Caterpillar Financial for operating equipment at its Bradley, Florida location.  The lease term is for three years beginning October 2014 and a monthly payment of $3,155.  The total minimum rental commitment for the year ending December 31, 2016 is $37,900 and for the year ending December 31, 2017 is $28,400.  The total rental expense included in the statements of operations for each of the six months and three months ended June 30, 2016 and 2015 is $18,930 and $9,465, respectively.               For all of the Companys operating leases, the total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is $58,500 and $64,700, respectively.  The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is $29,300 and $35,500, respectively.   Management believes that all of the Companys properties are adequately covered by insurance.   The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions.  Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company.  The Company cannot predict what effect if any, current and future regulations may have on the operations of the Company.     From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business.  Certain unsecured creditors have brought civil action against the Company related to nonpayment.  The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

Note 6.                        New Accounting Standards   In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2019-09"), which includes multiple amendments intended to simplify aspects of share-based payment accounting.  ASU 2016-09 will be effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted.  Amendments to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, and forfeitures will be applied using a modified retrospective transition method through a cumulative-effect adjustment to equity as of the beginning of the period of adoption.  Amendments to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement will be applied retrospectively, and amendments requiring the recognition of excess tax benefits and tax deficiencies in the income statement are to be applied prospectively.  The Company is currently evaluating the impact that the standard will have on our consolidated financial statements.   In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02)¸which requires that all leases with a term of more than one year, covering leased assets such as real estate and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases.  ASU 2016-02 is effective for fiscal years fiscal years and interim periods beginning after December 15, 2018.  The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.   In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts.  ASU 2015-17 is effective for fiscal years and interim periods beginning after December 15, 2016.  The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.   In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern (ASU 2014-15), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entitys ability to continue as a going concern and provide related disclosures.  ASU 2014-15 is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and is not expected to have a material impact on the Companys consolidated financial statements.   In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which provides for a single five-step model to be applied to all revenue contracts with customers. The new guidance also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Entities can use either a retrospective approach or a cumulative effect adjustment approach to implement the guidance. In 2015, the FASB issued a deferral of the effective date of the guidance to 2018, with early adoption permitted in 2017.  In 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12 as amendments to ASU 2014-09 to clarify the implementation guidance for: 1) principal versus agent considerations, 2) identifying performance obligations, 3) the accounting for licenses of intellectual property, and 4) narrow scope improvements on assessing collectability, presentation of sales taxes, non-cash consideration and completed contracts and contract modifications at transition.  The Company is currently evaluating the impact of the provisions of this standard on our consolidated financial statements.   In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.  The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  We adopted this guidance effective January 1, 2016 and have reclassified $14,962 of unamortized debt issuance costs within the short-term convertible notes, net of discount line on the balance sheet.  The prior period unamortized debt issuance costs in the amount of $9,382 have been reclassified to conform to the current period presentation.   A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies.  Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, the implementation of such proposed standards would have on the Companys consolidated financial statements.

Note 7.                        Segment Information   The Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources.  The chief operating decision maker is the Chief Executive Officer.

Note 8.                        Revenue and Major Customers   For the six months ended June 30, 2016 and 2015, the Companys largest customer accounted for approximately 43% and 34% of our revenues, respectively, and approximately 24% for each of the three months ended June 30, 2016 and 2015.  For the six months ended June 30, 2016 and 2015, the top three customers accounted summarily for approximately 84% and 80%, respectively, and 55% and 65% for the three months ended June 30, 2016 and 2015, respectively, of the Companys revenues.  The accounts receivable balance due (which are unsecured) for these three customers at June 30, 2016 was approximately $7,800, or 52% of the accounts receivable balance.               Customers who accounted for more than 10% of the Companys revenue for the six months ended June 30, 2016 were: Altamonte Springs, Florida ($107,700) and Jacksonville (Fla) Electric Authority ($55,900).  Customers who accounted for more than 10% of the Companys revenue for the six months ended June 30, 2015 were: Jacksonville (Fla) Electric Authority ($228,800), Altamonte Springs, Florida ($184,300) and Merrell Brothers, (Fla) Inc. ($129,200).               Customers who accounted for more than 10% of the Companys revenue for the three months ended June 30, 2016 were:  Dan Viro Israel ($12,300); Jacksonville (Fla) Electric Authority ($9,300) and Kicking Tires (Fla) Ranch ($6,900).  Customers who accounted for more than 10% of the Companys revenue for the three months ended June 30, 2015 were:  Altamonte Springs, Florida ($78,000); Jacksonville (Fla) Electric Authority ($76,800); Merrell Brothers, (Fla) Inc. ($58,000) and Indiantown, Florida ($56,200).   The Companys sludge processing agreement with Altamonte Springs, which was its largest customer in 2014, its second largest in 2015 and its largest in both the first quarter and year to date 2016 revenue, was not renewed effective April 2016 and therefore did not contribute any revenue during the second quarter.  The Companys failure to renew that agreement had a material adverse effect on its business, financial conditions and results of operations.  Beginning in March 2014, the Companys operations in Florida were voluntarily delayed for a short time while the Company moved assets and personnel to a new site in Bradley, Florida.  While operations subsequently resumed, this reduction in revenue has materially reduced available cash to fund current or prior expenses incurred, remained at this lower level and then further decreased over subsequent periods to date.  Total revenue for the second quarter of 2016 was approximately $51,000, an 84% decrease from the same period in 2015 and a 74% decrease from the first quarter of 2016.   A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees.  Some of these contracts provide for termination of the contract by the customer after giving relatively short notice.  In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts.  If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

Note 9.                        Basic and diluted loss per share   Basic and diluted loss per share is computed using the treasury stock method for outstanding stock options and warrants.  For both the six months and three months ended June 30, 2016 and 2015 the Company incurred a net loss.  Accordingly, no stock options or warrants have been included in the computation of diluted loss per share as the impact would be anti-dilutive.

Note 10.          Common Stock   In October 2012, the Company issued 300,000 shares of common stock and granted 150,000 stock warrants to Strategic Asset Management, Inc., to extend the period through December 2015 of services performed in connection with a December 2010 Financial Public Relations Agreement.  To reflect the entire value of the stock and warrants issued, the Company recorded a non-cash charge to earnings of $421,300 ratably from 2013 to 2015.  For the six months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $125,200, respectively.  For the three months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $91,100, respectively.   In September 2014, the Company executed a Financial Public Relations Agreement with Dynasty Wealth, Inc., for a one year term.  For its services, the Company issued Dynasty Wealth 350,000 warrants to purchase the Company's unregistered common stock at an exercise price of $1.50 per share, and $10,000 per month, to be paid in either cash or shares of the Companys unregistered common stock at the Companys discretion.  To reflect the entire value of the warrants issued, the Company recorded a non-cash charge to earnings of $460,700 ratably through September 14, 2015, the ending date of the agreement.  For the six months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $290,400, respectively, of which the non-cash portion of the agreement was approximately $-0- and $230,400, respectively.  For the three months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $145,200, respectively, of which the non-cash portion of the agreement was approximately $-0- and $115,200, respectively.  In the third quarter of 2015, the Company notified Dynasty that it was not renewing its contract.   In November 2014, the Company executed a Public Relations Agreement with Global IR Group, Inc., for a one year term.  For its services, the Company issued Global IR 100,000 shares of the Companys unregistered common stock.  To reflect the entire value of the stock issued, the Company was recording a non-cash charge to earnings of $165,000 ratably through November 2015, the original ending date of the agreement.  For the six months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $146,200, respectively.  For the three months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $105,000, respectively.  In the third quarter of 2015, the Company notified Global IR that it was not renewing its contract.   In July 2015, the Company executed a Public Relations Agreement with Financial Genetics, LLC, for a one year term.  For its services, the Company issued Financial Genetics 100,000 shares of the Companys unregistered common stock.  To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $100,000 ratably through July 2016, the ending date of the agreement.  For the six months ended June 30, 2016 and 2015, the charge to earnings was $50,000 and $-0-, respectively.  For the three months ended June 30, 2016 and 2015, the charge to earnings was $25,000 and $-0-, respectively.   In March 2016, the Company entered into an initial one (1) year agreement with Arrowroot Partners, LLC (Arrowroot), to assist in obtaining equity or debt financing for the Company.  The Company issued 15,460 shares of its unregistered common stock, valued at $15,000, to Arrowroot as a non-refundable restricted equity share retainer fee, which can be applied toward future financing fees in connection with any placements.  A cash fee of 8% of the gross proceeds and a warrant fee of 8% of the number of shares placed, in addition to preapproved expenses, will be paid to Arrowroot for its services if they are successful in obtaining debt or equity financing.   In late March 2016, the Company executed a two week preliminary public relations agreement with M & T Business Consultants, Inc., (M&T).  For the services rendered the Company issued M&T 50,000 shares of the Companys unregistered common stock.  To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $43,000 ratably between March and April 2016, the ending date of the agreement.  For the six months ended June 30, 2016 and 2015, the charge to earnings was $43,000 and $-0-, respectively.  For the three months ended June 30, 2016 and 2015, the charge to earnings was $9,214 and $-0-, respectively.   In March 2016, the Company issued a total of 4,652 shares of unregistered common stock, valued at a total of $4,000, to four independent directors in lieu of cash owed for a board meeting attended.  To reflect the value of the stock issued, the Company recorded a charge to earnings totaling $4,000 in the first quarter of 2016.   In April 2016, the Company entered into a share purchase agreement with a Purchaser pursuant to which the Company sold 100,000 shares of its common stock (the Shares) to the Purchaser for a total of $100,000, or a purchase price of $1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital.  All the shares issued were restricted and have limited piggy-back registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the Securities Act).  The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.   In June 2016, the Company executed a four month financial and investor relations agreement with Triumph Investor Relations, Inc., (Triumph).  For the services rendered the Company issued Triumph 75,000 shares of the Companys unregistered common stock.  To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $72,750 ratably between June and September 2016, the ending date of the agreement.  For the three months ended June 30, 2016 and 2015, the charge to earnings was $18,188 and $-0-, respectively.   In late June 2016, the Company executed a three month public relations agreement with M & T Business Consultants, Inc., (M&T).  For the services rendered the Company issued M&T 325,000 shares of the Companys unregistered common stock, and $91,667 per month, to be paid in either cash or shares of the Companys unregistered common stock, with the type of payment to be agreed upon between M&T and the Company.  To reflect the entire value of the Agreement, the Company is recording a charge to earnings of $567,500 ratably between June and September 2016, the ending date of the agreement, with the non-cash portion of the agreement valued at $292,500.  For the both the six months and three months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was $18,705 and $-0-, respectively, of which the non-cash portion of the agreement was $9,538 and $-0-, respectively.   In all of the issuances contained in this Note 10, the value of stock issued was determined based on the trading price of the shares on the commitment date of the agreement and any warrants issued were valued using the Black Scholes valuation model as of the commitment date for more details see Note 12.

Note 11.          Stock Options   The Company records share-based compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model.  The Company uses historical data among other factors to estimate the expected price volatility, the expected option term and the expected forfeiture rate.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.     The following assumptions were used to estimate the fair value of options granted:     <div align="center"> <table border="0" cellspacing="0" cellpadding="0" style='border-collapse:collapse'> <tr style='height:15.1pt'> <td width="207" valign="top" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>   </td> <td width="278" colspan="2" valign="bottom" style='width:208.55pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Six Months Ended June 30, </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="top" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>   </td> <td width="139" valign="bottom" style='width:104.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2016 </td> <td width="139" valign="bottom" style='width:104.3pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:solid windowtext 1.0pt;border-right:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2015 </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Expected dividend yield </td> <td width="139" valign="bottom" style='width:104.25pt;border:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>          0.0% </td> <td width="139" valign="bottom" style='width:104.3pt;border:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>          0.0% </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Weighted average volatility </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>      282.3% </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>      288.1% </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Risk free interest rate </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 1.3 1.4% </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 1.9% </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Expected term (in years) </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 7 </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 7 </td> </tr> </table> </div>     The Company has a stock option plan approved in May 2004, amended in June 2008 and again in August 2009 (the 2004 Plan), for directors and key employees under which 2,500,000 shares of common stock could have been issued.  No other shares can be issued from the 2004 Plan, and approximately 1,588,000 options are outstanding as of June 30, 2016.  All stock options granted were fully vested and expensed and therefore there no compensation expense was recorded related to the 2004 Plan for each of the six or three months ended June 30, 2016 and 2015.   The Company has a stock option plan approved in July 2010 (the 2010 Plan), for directors and key employees under which 5,000,000 shares of common stock may be issued.  Non-director stock option agreements, unless otherwise stated in the agreement, are 20% vested on the date of grant, with the balance vesting 20% per year over the next four years.   The Company grants stock options to its independent directors as compensation for services performed, currently for board and committee meetings attended.  All director options granted are for a period of ten years from the date of issuance and vest six (6) months from the issuance date.   The Company granted a total of 36,000 new stock options to directors with exercise prices ranging from $0.77 to $0.92 per share during the six months ended June 30, 2016.  Total compensation expense was $30,100 and $67,300 for the six months ended June 30, 2016 and 2015, respectively, and $14,300 and $21,500 for the three months ended June 30, 2016 and 2015, respectively.  Approximately 1,079,000 options are outstanding as of June 30, 2016.

Note 12.          Stock Warrants   The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model.  The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.   The following assumptions were used to estimate the fair value of stock warrants issued:   <div align="center"> <table border="0" cellspacing="0" cellpadding="0" style='border-collapse:collapse'> <tr style='height:15.1pt'> <td width="207" valign="top" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>   </td> <td width="278" colspan="2" valign="bottom" style='width:208.55pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Six Months Ended June 30, </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="top" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>   </td> <td width="139" valign="bottom" style='width:104.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2016 </td> <td width="139" valign="bottom" style='width:104.3pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:solid windowtext 1.0pt;border-right:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2015 </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Expected dividend yield </td> <td width="139" valign="bottom" style='width:104.25pt;border:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>          0.0% </td> <td width="139" valign="bottom" style='width:104.3pt;border:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>          0.0% </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Weighted average volatility </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>      282.3% </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>      288.1% </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Risk free interest rate </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 1.3 1.4% </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 1.9% </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Expected term (in years) </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 7 </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 7 </td> </tr> </table> </div>     In April 2016, the Company issued 50,000 warrants in connection with a share purchase agreement for the sale of 100,000 shares of the Companys stock.  More details can be found in Note 10, Common Stock.   In June 2016, the Company issued a total of 476,000 warrants to two parties in connection with the debt financing with JMJ Financial.  More details can be found in Note 3, Notes Payable.   Approximately 3,210,000 warrants are eligible for exercise at a weighted average exercise price of $1.04 per warrant, as of June 30, 2016.

Note 13.          Income Tax   For both the six and three months ended June 30, 2016 and 2015, we are fully reserving our deferred tax asset value to zero as we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses.  Accordingly, our effective tax rate for each period was -0-%.

Note 14.          Gain on extinguishment of liabilities   The Gain on extinguishment of liabilities of $107,870 in the Condensed Consolidated Statements of Operations for both the six and three months ended June 30, 2016 was from the settlement of a liability due the County of Volusia, Florida (the County), the Companys landlord before relocating to its present location in Bradley, Florida, which was approved by the County in April 2016.  For a full and total release of its legal and financial obligations to the County, it agreed to a total payment of $25,000 to be paid in five (5) installments of $5,000 from May through September 2016.  The Company is at present current in its payment obligation to the County.

Note 15.          Supplemental Disclosure of Cash Flows Information   The cash paid for interest during the six months ended June 30, 2016 and 2015 was $107,509 and $61,471, respectively.   During the six months ended June 30, 2016, the Company issued common stock with a fair value of $292,500 as part of a consulting contract.   During the six months ended June 30, 2016, the Company issued common stock with a fair value of $72,750 as part of a consulting contract.   During the six months ended June 30, 2016, the Company issued common stock with a fair value of $43,000 as part of a consulting contract.   During the six months ended June 30, 2016, the Company issued common stock with a fair value of $15,000 as part of a convertible debt agreement.   During the six months ended June 30, 2015, the Company issued common stock with a fair value of $91,260 as part of a conversion of debentures.   During the six months ended June 30, 2015, the Company issued common stock with a fair value of $54,107 for the payment of accrued rent.

Note 16.          Subsequent Events   In July 2016, the Company issued a total of 3,192 shares of unregistered common stock, valued at a total of $3,000, to three independent directors in lieu of cash owed for a board meeting attended, and the Company expects to record a charge to earnings totaling $3,000 in the third quarter of 2016.   On July 25, 2016, the Company filed an S-1 Registration Statement with the Securities and Exchange Commission.  See Note 3 Notes Payable for further details on the Form S-1 Registration Statement filed subsequent to and in conjunction with the convertible debt agreement with JMJ Financial executed in June 2016.   In late July and August 2016, JMJ Financial was issued a total of 70,000 registered shares of stock to convert $27,915 of debt the Company owed JMJ, per their January 2016 convertible debt agreement with the Company.  See Note 3 Notes Payable for further details of this agreement.   In August 2016, the Company executed a twelve month financial, investor and public relations consulting agreement with Wilson Nixon (Nixon).  For the services rendered the Company issued Nixon 200,000 shares of the Companys unregistered common stock.  To reflect the entire value of the Agreement, the Company expects to record a non-cash charge to earnings of $150,000 ratably between August 2016 and July 2017, the ending date of the agreement.

Note 1.       Operations and Summary of Significant Accounting Policies   The following is a summary of certain accounting policies followed in the preparation of these financial statements.  The policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements:   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 produced by the cement, lime, electric utilities and other industries.  Revenue and the related accounts receivable are due from companies acting as independent agents or licensees, principally municipalities.   B.        Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.   D.        Going Concern - The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has negative working capital of approximately $2,026,000 at December 31, 2015, and has incurred recurring losses and negative cash flow from operations for the years ended December 31, 2015 and 2014.  Moreover, while the Company expects to arrange for financing with lending institutions, there can be no assurances that the Company will have the ability to do so.   The Company has borrowed money from third parties and related parties and expects to be able to generate future cash from the exercise of common stock warrants, new debt and equity issuances.  The Company has substantially slowed payments to trade vendors, and have renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables.  In 2013, 2014 and again in 2015 the Company modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014.  In October 2015, the Company extended the expiration date of all outstanding warrants for exactly one year.  Beginning in March 2014, our operations in Volusia County, Florida, which at the time now represented substantially all revenue, were voluntarily delayed while the Company employed additional personnel and moved assets to its new site in Bradley, Florida.  While operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred.  These factors raise substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   E.         Cash and Cash Equivalents The Company has cash on deposit primarily in one financial institution which, at times, may be in excess of FDIC insurance limits.   For purposes of the statements of cash flows, the Company considers all certificates of deposit with initial maturities of 90 days or less to be cash equivalents.   Restricted cash consists of one certificate of deposit and corresponding accrued interest which was held as collateral with a performance bond on behalf of one of the Companys licensees at December 31, 2014.  The restricted cash performance bond was released by the Companys licensee due to the completion of the contract period in September 2015.   F.         Accounts Receivable The Company extends unsecured credit to customers under normal trade agreements, which require payment within 30 days.  Accounts greater than 90 days past due amounted to $326 and $99,179 of receivables for the years ended December 31, 2015 and 2014, respectively.  The Company's policy is not to accrue and record interest income on past due trade receivables.  The Company does bill the customer finance charges on past due accounts and records the interest income when collected.   Credit is generally granted on an unsecured basis.  Periodic credit evaluations of customers are conducted and appropriate allowances are established.   Management estimates an allowance for doubtful accounts, which was $32,847 at December 31, 2015 and $116,260 at December 31, 2014.  The estimate is based upon managements review of delinquent accounts and an assessment of the Companys historical evidence of collections.   G.        Property and Equipment Property, machinery and equipment are stated at cost less accumulated depreciation.  Depreciation has been computed primarily by the straight-line method over the estimated useful lives of the assets.  Generally, useful lives are five to fifteen years.  Leasehold improvements are capitalized and amortized over the lesser of the term of the lease or the estimated useful life of the asset.  Depreciation expense amounted to $225,613 and $179,743 in 2015 and 2014, respectively.   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.  During 2015, the Company determined the fair value of property and equipment was less than the carrying amount reflected on the balance sheet, and recorded a non-cash impairment charge of $304,936 to reduce the carrying value of these assets to their estimated fair value of $188,300.  Fair values of the property and equipment were estimated using a market approach, considering the estimated fair values of other comparable property and equipment (Level 3 inputs).   In May 2015 the Company lost their energy partner to develop their N-Viro FuelTM technology in the state of Pennsylvania.  Management intends to move the equipment related to this production technology to other states and find new partners to develop it, however their ability to do so and the ability to generate cash flows from this venture is uncertain as of December 31, 2015.  Additionally, their current operations in the state of Florida have resulted in declining revenues and negative cash flows from operations.  The declines in revenues and operating cash flows, the loss of their energy partner and the inability of the Company to generate sufficient operating cash flows have led to the impairment of property and equipment to fair value in the fourth quarter of 2015.   H.        Intangible Assets Intangible assets are comprised of patent costs, territory rights and customer licenses/contracts amortized on a straight line basis over their estimated useful lives (ranging from 18 months to 17 years).  Amortization expense amounted to $-0- in 2015 and $7,941 in 2014.   During 2014, the Company determined the fair value of the intangible assets were less than the amount reflected in the balance sheet, and recorded a non-cash impairment charge of $42,653 to reduce the carrying value of these assets to their estimated fair value of zero.  The reason for the impairment of intangible assets in the third quarter of 2014 was primarily due to declines in revenue associated with these assets. <p align="left" style='margin-top:12.0pt;margin-right:0in;margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-align:justify;line-height:-100%;layout-grid-mode:char;margin-top:0in;text-align:left;line-height:normal'>  I.          Equity Method Investment During the year ended December 31, 2014, the Company entered into a subscription agreement with N-Viro Energy Limited representing an approximately 45% interest in the class C voting shares.  The Companys 2014 loss includes a loss of $10,000 related to the operations of N-Viro Energy Limited.  The loss reduced the Companys investment in N-Viro Limited to zero and, as a result, the Company discontinued applying the equity method.  The Company will resume application of the equity method only after its share of future earnings of N-Viro Energy Limited are sufficient to recover its share of unrecognized losses during the period the equity method was suspended.  The Company has no obligation to fund future operations of N-Viro Energy Limited. <p align="left" style='margin-top:12.0pt;margin-right:0in;margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-align:justify;line-height:-100%;layout-grid-mode:char;margin-top:0in;text-align:left;line-height:normal'>  J.          Revenue Recognition 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 management service revenue and N-Viro SoilTM revenue are recognized upon shipment.   K.        Loss Per Common Share Loss per common share has been computed on the basis of the weighted-average number of common shares outstanding during each period presented.  For the years ended December 31, 2015 and 2014, the effects of 2,640,231 and 2,615,231 stock options outstanding, respectively, 2,679,742 and 2,624,142 warrants to purchase common stock, respectively, and, debentures that are convertible to 182,500 and 227,500 shares of common stock, respectively, are excluded from the diluted per share calculation because they would be antidilutive.   L.         Stock Options The Company records share-based compensation expense using a fair-value based method of measurement that results in compensation costs for essentially all awards of stock-based compensation.  Compensation costs are recognized over the requisite period or periods that services are rendered.   M.        Stock Warrants The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model.  The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.   N.        New Accounting Standards The Financial Accounting Standards Board, or FASB, has issued the following new accounting and interpretations, which may be applicable in the future to us:   In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02)¸which requires that all leases with a term of more than one year, covering leased assets such as real estate and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. ASU 2016-02 is effective for fiscal years fiscal years and interim periods beginning after December 15, 2018.  The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.   In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. ASU 2015-17 is effective for fiscal years and interim periods beginning after December 15, 2016.  The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.   In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern (ASU 2014-15), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entitys ability to continue as a going concern and provide related disclosures. ASU 2014-15 is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and is not expected to have a material impact on the Companys consolidated financial statements.   In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under GAAP. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2016.  In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" (ASU 2015-14), which delayed the effective date by one year. As a result, the standard is effective for us for fiscal and interim periods beginning January 1, 2018 and allows for full retrospective or modified retrospective methods of adoption.  The Company is currently evaluating the impact of the provisions of this standard on our consolidated financial statements.   O.        Income Taxes Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is the tax payable or refundable for the current period plus or minus the change during the period in deferred tax assets and liabilities.   The accounting for uncertain tax positions requires the Company to evaluate each income tax position using a two step process which includes a determination as to whether it is more likely than not that the income tax position will be sustained, based upon technical merit and upon examination by the taxing authorities. At December 31, 2015 and 2014, there were no uncertain tax positions that required accrual.  None of the Companys federal or state income tax returns are currently under examination by the Internal Revenue Service (IRS) or state authorities.  However, fiscal years 2012 and later remain subject to examination by the IRS and respective states.   P.         Supplemental Disclosure of Non-Cash Operating, Investing and Financing Activities:   <table border="0" cellspacing="0" cellpadding="0" width="607" style='width:455.25pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:14.1pt'> <td width="413" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="86" style='width:64.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="90" style='width:67.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2014 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Deemed dividend on extension of stock warrants </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>  $     395,224 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>  $     502,890 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Financial Genetics - value of stock issued on consulting agreement </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>         100,000 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Conversions of convertible debentures to common stock </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>           91,260 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Value of stock issued for payment of accrued rent </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>           54,107 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Dynasty Wealth, Inc. - value of warrants issued on consulting agreement </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>         460,700 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Bowling Green Holdings, LLC - capital lease </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>         420,346 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Global IR Group - value of stock issued on consulting agreement </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>         165,000 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Conversions of promissory note debt to common stock </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>           55,000 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Proceeds from sale of property and equipment recorded as Receivable, net Other </td> <td width="86" valign="bottom" style='width:64.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>           51,889 </td> </tr> <tr style='height:14.25pt'> <td width="413" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="86" valign="bottom" style='width:64.25pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'>  $     640,591 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'>  $  1,655,825 </td> </tr> </table>     Q.        Segment Information During 2015, the Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources.  The chief operating decision maker is the Chief Executive Officer.

Note 2.            Balance Sheet Data   Property and equipment:   <table border="0" cellspacing="0" cellpadding="0" width="589" style='width:441.75pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:14.1pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="117" style='width:87.75pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2015 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2014 </td> </tr> <tr style='height:14.1pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Buildings and leasehold improvements </td> <td width="117" style='width:87.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $476,603 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $452,362 </td> </tr> <tr style='height:14.1pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Equipment </td> <td width="117" style='width:87.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,162,779 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2,280,636 </td> </tr> <tr style='height:14.1pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Equipment - idle </td> <td width="117" style='width:87.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 213,429 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 0 </td> </tr> <tr style='height:15.0pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Furniture, fixtures and computers </td> <td width="117" style='width:87.75pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 55,383 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 57,503 </td> </tr> <tr style='height:14.1pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="117" style='width:87.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,908,194 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2,790,501 </td> </tr> <tr style='height:15.0pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Less accumulated depreciation </td> <td width="117" style='width:87.75pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 1,415,218 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 1,791,649 </td> </tr> <tr style='height:.25in'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> Totals </td> <td width="117" style='width:87.75pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> $492,976 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:.25in'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> $998,852 </td> </tr> </table>   Deferred costs:   Between October 2012 and July 2015, the Company engaged five separate firms to provide various consulting services to the Company, primarily financial consulting and public relations.  The payment for these services was paid in stock, stock warrants and cash.  During this time period, the Company issued 650,000 unregistered shares of the Companys stock and 650,000 warrants to purchase the Companys stock at an average price of $1.38.  The value of stock issued was determined based on the trading price of the shares on the commitment date of the agreement and the warrants were valued using the Black Scholes valuation model as of the commitment date.  The total value assigned to these agreements was $1,634,900 which is being amortized over the life of the respective consulting contracts.  The contractual maturity dates of these agreements range from March 2014 through July 2016, of which, certain agreements were terminated early.  The early termination of the agreements resulted in accelerated amortization of the expense in the period the contract was terminated.   Total expense related to these agreements for the years ended December 31, 2015 and 2014 was $728,500 and $446,800 of which $85,000 and $35,000 was payable in cash.   The following is a summary of Deferred costs stock and warrants issued for services as of December 31:     <table border="0" cellspacing="0" cellpadding="0" width="643" style='width:482.25pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:14.1pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="102" style='width:76.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2015 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="96" style='width:1.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2014 </td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Deferred costs - Financial Genetics, LLC, less accumulated amortization (2015 - $45,833) </td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $54,167 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $0 </td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Deferred costs - Strategic Asset Management, Inc., less accumulated amortization (2015 - $1,011,500;  2014 - $886,249) </td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 0 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 125,251 </td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Deferred costs - Dynasty Wealth, Inc., less accumulated amortization (2015 - $460,700;  2014 - $134,371) </td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 0 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 326,329 </td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Deferred costs - Global IR Group, Inc., less accumulated amortization (2015 - $165,000;  2014 - $18,792) </td> <td width="102" valign="bottom" style='width:76.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 0 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 146,208 </td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="102" valign="bottom" style='width:76.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $54,167 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $597,788 </td> </tr> </table>     Accrued liabilities:   <table border="0" cellspacing="0" cellpadding="0" width="613" style='width:459.75pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:15.0pt'> <td width="368" style='width:276.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="119" style='width:89.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2015 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="102" style='width:76.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2014 </td> </tr> <tr style='height:14.1pt'> <td width="368" style='width:276.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Accrued payroll and employee benefits </td> <td width="119" style='width:89.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $95,125 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="102" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $157,456 </td> </tr> <tr style='height:14.1pt'> <td width="368" style='width:276.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Deferred compensation payable </td> <td width="119" style='width:89.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 160,670 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="102" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 124,306 </td> </tr> <tr style='height:14.1pt'> <td width="368" style='width:276.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Interest payable </td> <td width="119" style='width:89.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 63,830 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="102" style='width:76.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 38,445 </td> </tr> <tr style='height:.25in'> <td width="368" style='width:276.0pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'></td> <td width="119" valign="bottom" style='width:89.25pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> $319,625 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:.25in'></td> <td width="102" valign="bottom" style='width:76.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> $320,207 </td> </tr> </table>

Note 3.            Pledged Assets and Long-Term Debt   In 2011 the Company borrowed $200,000 with a Promissory Note (the Note) payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Companys President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment.  Timothy Kasmoch has personally guaranteed the repayment of this Note.  As of December 31, 2015 the Note was past due and we are in default.  The Company expects to extend the Note in the near future and pay it in full in 2016, although there can be no assurance the Company will have adequate cash flow to allow for any additional payments or that the maturity date will be extended.  In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note.  Counsel demanded payment of the entire amount due under the Note, along with accrued interest and penalties.  At December 31, 2015 the Company accrued a total of approximately $96,000 in estimated interest and penalties recorded in accrued interest and accounts payable.  The Company is in negotiations with counsel and David and Edna Kasmoch to resolve this default, although there can be no assurance these negotiations will be successful.   In 2012 the Company received a Notice and Demand of Payment Withdrawal Liability from Central States Southeast and Southwest Areas Pension Fund (the Notice), the pension trustee that was funded by the Company for the benefit of its former employees at its City of Toledo operation.  In December 2013, the Company received a Notice of Default from Central States, and in September 2014 the Company agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with payments of $6,000 per month for the first twelve months and $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016.  Concurrently a separate security agreement was agreed on, effectively securing all of the Companys assets and future rights to assets.  As of the date of this filing, the Company is not in compliance with the new settlement agreement, as the remaining three payments of $10,000 as well as the balloon payment are overdue.  In an event of default, the Company becomes liable for liquidating damages to Central States in the amount of $78,965.  This liability has been added to the total amount owed under this agreement.  The amounts owed under this agreement were $408,031 and $389,389, respectively, as of December 31, 2015 and 2014.   In 2009 the Company approved an offering of up to $1,000,000 of Convertible Debentures (the Debentures), convertible at any time into our unregistered common stock at $2.00 per share.  The Debentures were issuable in $5,000 denominations, are unsecured and have a stated interest rate of 8%, payable quarterly to holders of record.   As of June 30, 2013, the Company held $455,000 of Debentures, but defaulted and did not pay the holders the principal amount due, all of which became due.  During 2015, two of the Companys debenture holders converted a total of $91,260 in debt including accrued interest to 45,630 restricted shares of the Companys common stock.  This reduced the amount of Debentures that remain outstanding and in default at December 31, 2015 to $365,000.  The Company continues to accrue interest on the principal amount at the rate set forth in the Debentures until the principal amount is paid in full.  The Company has not made the interest payments due in October 2015 and January 2016, and do not expect to pay the April 2016 installment due by the time of this filing.  The Company expects to pay all accrued interest due and the principal amount to all outstanding holders of the Debentures after completing substitute financial arrangements, though there can be no assurance of the timing of receipt of these funds and amounts available from these substitute arrangements.   The Company has previously borrowed to purchase processing and automotive equipment, and as of December 31, 2015, one term note is outstanding at 7.1% interest for a term of five years, with monthly payments of approximately $2,100 and secured by automotive equipment.  The amount owed on the note as of December 31, 2015 was approximately $6,200 and was paid in full on the maturity date in March 31, 2016.   In September 2014, the Company executed a Promissory Note (the Limited Note) for $50,000 with N-Viro Energy Limited (Ltd), classified as a related party, at 5% interest and for a period of 90 days.  During the fourth quarter of 2014 and into 2015, the Company repaid the Limited Note by reimbursing expenses incurred by Ltd related to its China project, and fully paid it off in June 2015.   During 2015 the Company borrowed a total of approximately $54,000 to pay for an insurance policy on equipment coverage during the year.  The agreement is for a nine month term with an interest rate of 8.4% and monthly payments of approximately $5,400.  The Company also financed its directors and officers insurance in late 2015, financing $30,100 over 10 months at 9% interest, monthly payments of $3,136 and is not secured.  The amounts owed on these notes as of December 31, 2015 was approximately $33,000.   In December 2015, the Company entered into an agreement to issue a convertible promissory note (Convertible Note)  to the Company for $125,000 in cash, less $10,000 in fees paid in debt issuance costs to a third party.  The Convertible Note is for a term of nine (9) month, an interest rate of 10%, and a $4,000 original issue discount fee on actual payments made.  The holder can elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice.  The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Companys transfer agent.  The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.  The conversion feature of this convertible promissory note was determined to be a beneficial conversion feature and was recorded as a debt discount at fair value of $83,000.  This debt discount is being amortized to interest expense over the nine month note term.  The total amount owed on this note was $125,000 and the gross discount was $81,425 as of December 31, 2015. The carrying amount on this note was $43,575 as of December 31, 2015.   Long-term debt at December 31, 2015 and 2014 is as follows:   <table border="0" cellspacing="0" cellpadding="0" width="625" style='width:468.7pt;margin-left:4.7pt;border-collapse:collapse'> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="118" style='width:88.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2014 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Notes payable - related party (David Kasmoch) </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $200,000 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $200,000 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Pension withdrawal liability </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 408,031 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 389,389 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Convertible debentures </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 365,000 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 455,000 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Notes payable - equipment vendors </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 6,182 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 32,818 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Note payable - related party (Ltd.) </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 44,480 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Note payable - insurance </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 32,830 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 36,550 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Convertible note payable, net of discount </td> <td width="118" style='width:88.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 43,575 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 0 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,055,618 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,158,237 </td> </tr> <tr style='height:15.0pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Less current maturities </td> <td width="118" style='width:88.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 1,055,618 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="114" style='width:85.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 831,583 </td> </tr> <tr style='height:13.15pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'></td> <td width="118" style='width:88.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'></td> <td width="114" style='width:85.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $326,654 </td> </tr> </table>

Note 4.            Capital Lease, in default   In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC (BGH), a company owned by David Kasmoch, the father of Timothy R. Kasmoch, the Companys President and Chief Executive Officer.  The lease term is for five years beginning June 1, 2014 and a monthly payment of $10,000.  At December 31, 2015 and 2014 the Company was in default of its payments.  This lease has been determined to be a capital lease and a liability and related asset of $420,346 was recorded in June 2014 concurrent with the start of the lease agreement.   The following is a summary of property held under capital leases at December 31, 2015 and 2014:   <table border="0" cellspacing="0" cellpadding="0" width="619" style='width:464.25pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:14.1pt'> <td width="360" style='width:3.75in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="121" style='width:90.75pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="120" style='width:1.25in;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2014 </td> </tr> <tr style='height:14.25pt'> <td width="360" style='width:3.75in;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> Leased real property at Bradley, Florida - BGH </td> <td width="121" valign="bottom" style='width:90.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> $420,346 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="120" valign="bottom" style='width:1.25in;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> $420,346 </td> </tr> <tr style='height:14.25pt'> <td width="360" style='width:3.75in;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> Less accumulated depreciation </td> <td width="121" valign="bottom" style='width:90.75pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> 133,111 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="120" valign="bottom" style='width:1.25in;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> 49,040 </td> </tr> <tr style='height:14.25pt'> <td width="360" style='width:3.75in;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="121" valign="bottom" style='width:90.75pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> $287,235 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="120" valign="bottom" style='width:1.25in;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> $371,306 </td> </tr> </table>   Depreciation on assets under capital leases charged to expense for the years ended December 31, 2015 and 2014 was $84,071 and $49,040, respectively, recorded as cost of sales.  Interest charged related to capital lease liabilities for the years ended December 31, 2015 and 2014 was $53,424 and $35,508, respectively, recorded as interest expense.  At both December 31, 2015 and 2014, the Company was in default of its payments, however there is no acceleration provision in the lease agreement.  The total lease liability at December 31, 2015 and 2014 was $375,436 and $405,930, respectively.   The following is a schedule by years of future minimum payments required under the lease together with their present value as of December 31, 2015:     <table border="0" cellspacing="0" cellpadding="0" width="517" style='width:387.75pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:13.5pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="138" valign="bottom" style='width:103.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> amount </td> </tr> <tr style='height:14.1pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2016 </td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $220,000 </td> </tr> <tr style='height:14.1pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2017 </td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 120,000 </td> </tr> <tr style='height:14.1pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2018 </td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 120,000 </td> </tr> <tr style='height:14.1pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2019 </td> <td width="138" style='width:103.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 50,000 </td> </tr> <tr style='height:14.1pt'> <td width="379" valign="bottom" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Total minimum lease payments </td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 510,000 </td> </tr> <tr style='height:15.0pt'> <td width="379" valign="bottom" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Less amount representing interest </td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 134,564 </td> </tr> <tr style='height:15.0pt'> <td width="379" valign="bottom" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Present value of lease payments </td> <td width="138" style='width:103.5pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 2.25pt;border-right:none;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $375,436 </td> </tr> <tr style='height:9.75pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:9.75pt'></td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:9.75pt'></td> </tr> <tr style='height:14.1pt'> <td width="379" valign="bottom" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Current maturities </td> <td width="138" style='width:103.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $133,436 </td> </tr> <tr style='height:14.1pt'> <td width="379" valign="bottom" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Non-current maturities </td> <td width="138" style='width:103.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $242,000 </td> </tr> </table>

Note 5.            Related Party Transactions <p style='margin-top:0in;margin-right:0in;margin-bottom:0in;margin-left:.5in;margin-bottom:.0001pt;layout-grid-mode:line;margin-top:6.0pt;margin-right:0in;margin-bottom:0in;margin-left:0in;margin-bottom:.0001pt;text-align:justify'>In August 2011, the Company borrowed $200,000 with a Promissory Note payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Companys President and Chief Executive Officer.  More details can be found in Note 3.   During 2012 the Company paid Terri Kasmoch, the spouse of Timothy Kasmoch, as an employee for business development, web site and company media marketing and stock promotion efforts for the Company, and she participated with the executives of the Company in reducing the salary paid to her by 10% and deferring this to a future date.  Effective November 2012, Ms. Kasmoch resigned from employment from the Company, and her deferred salary of approximately $3,900 remains unpaid as of December 31, 2015.   During 2014, the Company sold used equipment to Tri-State Garden Supply dba Gardenscape, a Company owned by the family of Timothy Kasmoch, and realized cash proceeds of $81,275 on the sale, of which $6,202 was still owed as of December 31, 2015.  At December 31, 2015 this amount was classified as an Other receivable but was fully reserved due to the uncertainty that these expenses will be reimbursed.   During 2015, the Company incurred expenses which were reimbursable from their landlord Bowling Green Holdings, LLC (BGH) in the amount of $10,321.  At December 31, 2015 this amount was classified as an Other receivable but was fully reserved due to the uncertainty that these expenses will be reimbursed.   During 2015 and 2014, the Company leased two trucks from Tri-State Garden Supply dba Gardenscape, and in lieu of lease payments agreed to repair and maintain both trucks, reimburse Gardenscape for insurance, annual taxes and license fees.  During 2015 and 2014, this totaled approximately $48,500 and $27,000, respectively, and is included as part of Cost of Sales.   In September 2014, the Company executed a Promissory Note (the Limited Note) for $50,000 with N-Viro Energy Limited (Ltd), of which the Company holds approximately a 45% investment interest in.  More details can be found in Note 3.

Note 6.            Equity Transactions   In April 2014, the Company entered into a share purchase agreement with one of the Companys board members (Purchaser), pursuant to which the Company sold 71,429 shares of its common stock (the Shares) to the Purchaser for $50,000, or a purchase price of $0.70 per Share, and 71,429 warrants to purchase common stock.  The Shares are restricted and the transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.   In April 2014, the Company entered into a share purchase agreement with one of the Companys board members (Purchaser), pursuant to which the Company sold 25,000 shares of its common stock (the Shares) to the Purchaser for $17,500, or a purchase price of $0.70 per Share, and 25,000 warrants to purchase common stock.  The Shares are restricted and the transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.   In May 2014, the Company entered into a share purchase agreement with one of the Companys board members (Purchaser), pursuant to which the Company sold 37,313 shares of its common stock (the Shares) to the Purchaser for $25,000, or a purchase price of $0.67 per Share, and 37,313 warrants to purchase common stock.  The Shares are restricted and the transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.   In August 2014 the Company issued Deerpoint Development Company Limited, the landlord of its administrative office, 16,200 shares of unregistered common stock at a price of $0.71 per share in exchange for three months rent, resulting in net additional expense of approximately $1,300 above the contracted amount, but saving us approximately $10,200 of cash.  The stock price was calculated using the Black-Scholes valuation model, explained in further detail below.   In September 2014, the Company issued 350,000 warrants to purchase unregistered shares of common stock to Dynasty Wealth, Inc., for financial consulting services.  Additional payments owed Dynasty Wealth could be paid in either cash or shares of the Companys unregistered common stock.  For the years ended December 31, 2015 and 2014 the Company did not issue any shares of stock in additional payment owed per the agreement.  More details of this agreement are contained in Note 2.   In November 2014, the Company issued 100,000 shares of unregistered common stock to Global IR Group, Inc., for public relations services.  More details of this agreement are contained in Note 2.   During 2014, the Company entered into share purchase agreements with a total of sixteen Purchasers pursuant to which the Company sold 604,650 shares of its common stock (the Shares) to the Purchasers for a total of $604,650, or a purchase price of $1.00 per share.  All but 91,500 shares were restricted and have limited piggy-back registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the Securities Act).  The Company sold 91,500 shares it held in its treasury, but the shares were not issued until early 2015.  All of the transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.   Between January 1 2015 and April 30 2015, the Company entered into share purchase agreements with a total of fourteen Purchasers pursuant to which the Company sold 410,000 shares of its common stock (the Shares) to the Purchasers for a total of $410,000, or a purchase price of $1.00 per share, to provide operating capital.  All but 30,000 shares were restricted and have limited piggy-back registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the Securities Act).  The Company issued 30,000 shares in 2015 it held in its treasury.  All of the transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.   Between June 1 2015 and October 31 2015, the Company entered into share purchase agreement with a total of five Purchasers pursuant to which the Company sold 156,000 shares of its common stock (the Shares) to the Purchaser for a total of $195,000, or a purchase price of $1.25 per share, and 78,000 warrants to purchase stock for $1.50 per share, to provide operating capital.  All the shares issued were restricted and have limited piggy-back registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the Securities Act).  The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.   In 2015, the Company issued Thomas W. Muldowney, a former consultant to the Company, 13,028 shares of registered common stock on the exercise of 22,400 warrants that were issued in 2010.  The exercise did not provide the Company with cash as they were cashless per the agreements involved providing for the warrants and subsequent stock issuance.   In June 2015, the Company issued Deerpoint Development Company Limited, the landlord of its administrative office, 16,106 shares of unregistered common stock at a price of $1.43 per share in exchange for six months rent, resulting in net additional expense of approximately $2,700 above the contracted amount, but saving approximately $20,400 of cash.   In June 2015, the Company issued D&B Colon Leasing, LLC, the landlord of a former satellite office, 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash.   The Company has a stock option plan approved in May 2004, amended in June 2008 and again in August 2009 (the 2004 Plan), for directors and key employees under which 2,500,000 shares of common stock could have been issued.  No other shares can be issued from the 2004 Plan, and approximately 1,598,000 options are outstanding as of December 31, 2015.  The Company also has a stock option plan approved in July 2010 (the 2010 Plan), for directors and key employees under which 5,000,000 shares of common stock may be issued.  Approximately 1,043,000 options are outstanding as of December 31, 2015.  Unless otherwise stated in the stock option agreement, 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 six months from the date of grant.  Options were granted in 2015 only from the 2010 Plan at the market value of the stock at date of grant, as defined in the plan.   The Company grants stock options to its directors as compensation for services performed.  All of the options granted are for a period of ten years from the date of issuance, are pursuant to the 2010 Plan, and vest six (6) months from the issuance date.  Stock option grants related to the periods covered by these financial statements include the issuance of 222,500 options from December 2013 through October 2015.  These options are exercisable at prices ranging from $0.76 to $2.28.  To reflect the value of the stock options granted, the Company records a non-cash charge to earnings totaling $280,033 over the requisite vesting period in selling, general and administrative expense.  For the years ended December 31, 2015 and 2014, the Company recorded an expense of approximately $130,300 and $132,100, respectively.  More information on these equity transactions is contained in this Form 10-K under Item 10, Directors, Executive Officers and Corporate Governance.   During the year ended December 31, 2014, the Company issued a total of 25,357 shares of unregistered common stock, valued at a total of $26,500, to its independent directors in lieu of cash owed for calendar year 2014 board meetings attended.  To reflect the value of the stock issued, the Company recorded a charge to earnings totaling $26,500 during 2014.  More information on these equity transactions is contained in this Form 10-K under Item 10, Directors, Executive Officers and Corporate Governance.   During the year ended December 31, 2015, the Company issued a total of 9,414 shares of unregistered common stock, valued at a total of $13,000, to its independent directors in lieu of cash owed for calendar year 2015 board meetings attended.  To reflect the value of the stock issued, the Company recorded and will continue to record a charge to earnings totaling $13,000 during 2015.  More information on these equity transactions is contained in this Form 10-K under Item 10, Directors, Executive Officers and Corporate Governance.   During the year ended December 31, 2014, the Board of Directors approved a plan to offer to all Company warrants holders a 25% discount on the exercise price to any warrant holder who exercises warrants, and a second 25% discount on any subsequent warrant exercise, but within a specific discount period and only on a temporary basis.  Any warrant holder who exercised within the discount period also received a replacement warrant on a 1.5 to 1 basis.  All other terms and conditions of all outstanding warrants remain unchanged, and the discount offer was temporary.  During the discount period, five warrant holders exercised a total of 250,009 warrants at various exercise prices and were issued a total of 250,009 shares of restricted common stock and 375,014 replacement warrants.  As a condition of exercise, all of the $122,177 in cash proceeds from the exercises were restricted for future payment to specific creditors as agreed upon with the warrant holders, and subsequently used to pay these creditors.  In all instances the shares and the warrants issued and sold were in a private offering transaction pursuant to an exemption under Section 4(2) of the Securities Act of 1933 for transactions by an issuer not involving a public offering.   In October 2015, the Company approved a plan to modify all Company warrants by extending the time to exercise each outstanding warrant by one (1) year.  All other terms and conditions of each class of warrant remain unchanged.  In total, 2,679,742 warrants were affected by the expiration date extension.  More information can be found in the Form 8-K filed by the Company on October 26, 2015.   For the 2015 and 2014 changes to the warrants, the incremental fair value associated with these transactions has been determined using the Black-Scholes model and has been recorded as a deemed dividend to common stockholders in the accompanying Statement of Stockholders Equity (Deficit).  For the years ended December 31, 2015 and 2014, the deemed dividend was $395,224 and $502,890, respectively.   The following summarizes the stock options activity for the years ended December 31, 2015 and 2014:     <table border="0" cellspacing="0" cellpadding="0" width="649" style='width:486.7pt;margin-left:4.7pt;border-collapse:collapse'> <tr style='height:13.5pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="186" colspan="2" valign="bottom" style='width:139.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="186" colspan="2" valign="bottom" style='width:139.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 2014 </td> </tr> <tr style='height:59.45pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'></td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Shares </td> <td width="96" valign="bottom" style='width:1.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Weighted Average Exercise Price </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'></td> <td width="78" valign="bottom" style='width:58.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Shares </td> <td width="108" valign="bottom" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Weighted Average Exercise Price </td> </tr> <tr style='height:14.45pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> Outstanding, beginning of year </td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> 2,515,231 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> $1.91 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'></td> <td width="78" valign="bottom" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> 2,210,981 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> $2.10 </td> </tr> <tr style='height:12.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Granted </td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 165,000 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $1.84 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="78" valign="bottom" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 377,500 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $0.84 </td> </tr> <tr style='height:12.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Exercised </td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 1,250 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $1.65 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="78" valign="bottom" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 2,500 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $1.90 </td> </tr> <tr style='height:13.15pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> Forfeited/expired during the year </td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> 38,750 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $1.93 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'></td> <td width="78" valign="bottom" style='width:58.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> 70,750 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $2.33 </td> </tr> <tr style='height:15.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Outstanding, end of year </td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,640,231 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.90 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="78" valign="bottom" style='width:58.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,515,231 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.91 </td> </tr> <tr style='height:6.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="90" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="78" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> </tr> <tr style='height:15.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Eligible for exercise at end of year </td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,615,231 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.91 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="78" valign="bottom" style='width:58.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,442,731 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.92 </td> </tr> <tr style='height:12.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="96" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="78" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> </tr> <tr style='height:13.5pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Weighted average fair value per option for options granted during the year </td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $1.84 </td> <td width="96" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="78" valign="bottom" style='width:58.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $0.84 </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> </tr> <tr style='height:6.75pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="90" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="96" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="78" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> </tr> <tr style='height:15.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Options expected to vest over the life of the Plan </td> <td width="90" style='width:67.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,640,231 </td> <td width="96" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="78" style='width:58.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,515,231 </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> </tr> </table>     The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model.  The Company uses historical data among other factors to estimate the expected price volatility, the expected term and the expected forfeiture rate of the option.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.   The following assumptions were used to estimate the fair value of options granted:   <div align="center"> <table border="0" cellspacing="0" cellpadding="0" style='border-collapse:collapse'> <tr style='height:15.1pt'> <td width="207" valign="top" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>   </td> <td width="278" colspan="2" valign="bottom" style='width:208.55pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Year Ended December 31, </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="top" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>   </td> <td width="139" valign="bottom" style='width:104.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2015 </td> <td width="139" valign="bottom" style='width:104.3pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:solid windowtext 1.0pt;border-right:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2014 </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="bottom" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Expected dividend yield </td> <td width="139" valign="bottom" style='width:104.25pt;border:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 0.0% </td> <td width="139" valign="bottom" style='width:104.3pt;border:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 0.0% </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="bottom" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Weighted average volatility </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 287.4% </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 287.0% </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="bottom" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Risk free interest rate </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 1.4 1.9% </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2.2 - 2.8% </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="bottom" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Expected term (in years) </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 7 </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 7 </td> </tr> </table> </div>     The following summarizes the stock warrants activity for the years ended December 31, 2015 and 2014:   <table border="0" cellspacing="0" cellpadding="0" width="643" style='width:482.2pt;margin-left:4.7pt;border-collapse:collapse'> <tr style='height:13.5pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="174" colspan="2" valign="bottom" style='width:130.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="174" colspan="2" valign="bottom" style='width:130.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 2014 </td> </tr> <tr style='height:59.45pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Warrants (Underlying Shares) </td> <td width="94" valign="bottom" style='width:70.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Weighted Average Exercise Price </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Warrants (Underlying Shares) </td> <td width="94" valign="bottom" style='width:70.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Weighted Average Exercise Price </td> </tr> <tr style='height:14.45pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> Outstanding, beginning of year </td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> 2,624,142 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> $1.04 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'></td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> 1,849,585 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> $1.04 </td> </tr> <tr style='height:12.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Granted </td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 78,000 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $1.50 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 1,049,566 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $0.96 </td> </tr> <tr style='height:12.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Exercised </td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 22,400 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $1.00 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 250,009 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $0.65 </td> </tr> <tr style='height:13.15pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> Forfeited/expired during the year </td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> 0 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> 25,000 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $1.00 </td> </tr> <tr style='height:15.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Outstanding, end of year </td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,679,742 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.06 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,624,142 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.04 </td> </tr> <tr style='height:6.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> </tr> <tr style='height:15.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Eligible for exercise at end of year </td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,679,742 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.06 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,624,142 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.04 </td> </tr> <tr style='height:12.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> </tr> <tr style='height:12.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> </tr> <tr style='height:13.5pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Weighted average fair value per warrant for warrants granted during the year </td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $1.50 </td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $0.96 </td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> </tr> <tr style='height:6.75pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> </tr> <tr style='height:15.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Share Reserves for Outstanding Warrants </td> <td width="80" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,679,742 </td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="80" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,624,142 </td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> </tr> </table>

Note 7.        Revenue and Major Customers   For the years ended December 31, 2015 and 2014, the Companys largest customer accounted for approximately 31% and 22% of our revenues, respectively.  The Companys sludge processing agreement with Toho Water Authority, which was also its largest customer for the years 2011 through 2013, was not renewed at the beginning of 2014.  The Companys failure to renew that agreement has had a material adverse effect on its business, financial conditions and results of operations.  For the years ended December 31, 2015 and 2014, the top three customers accounted for approximately 74% and 50%, respectively, of the Companys revenues.  The accounts receivable balance due (which are unsecured) for these three customers at December 31, 2015 and 2014 was approximately $69,000 and $99,000, respectively.   Customers who accounted for more than 10% of the Companys revenue for the year ended December 31, 2015 were:  Jacksonville (Fla) Electric Authority ($362,000); Altamonte Springs, Florida ($343,000); Merrell Brothers, Inc. ($178,000) and Indiantown, Florida ($122,000).  Customers who accounted for more than 10% of the Companys revenue for the year ended December 31, 2014 were:  Altamonte Springs, Florida ($289,000); Jacksonville (Fla) Electric Authority ($235,000) and Cedar Bay (Fla) Cogenerating Co., LP ($138,000).   Beginning in March 2014, the Companys operations in Florida were voluntarily delayed for a short time while the Company moved assets and personnel to a new site in Bradley, Florida.  While operations resumed in Bradley in June 2014, this reduction in revenue, while temporary, has materially reduced available cash to fund current or prior expenses incurred.  The Companys sludge processing agreement with Altamonte Springs, which was its largest customer in 2014 and its second largest customer in 2015, representing approximately 29% of Company revenues, was not renewed effective April 2016.  The Companys failure to renew that agreement may have a material adverse effect on its business, financial conditions and results of operations.   Additionally, economic considerations have made the supply of admixtures used in our processes more difficult to acquire due to coal-burning facilities operating less or not at all, primarily from the decrease in natural gas prices in the commercial marketplace.   A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees.  Some of these contracts, especially those contracts with large municipalities, provide for termination of the contract by the customer after giving relatively short notice (in some cases as little as ten days).  In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts.  If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

Note 8.            Commitments and Contingencies   In 2010, the Company and Timothy R. Kasmoch, the President and Chief Executive Officer, entered into an Employment Agreement for a five-year term.  Mr. Kasmoch is to receive an annual base salary of $150,000, subject to an annual discretionary increase.  In addition, Mr. Kasmoch is eligible for an annual cash bonus and was granted stock options from the Companys Second Amended and Restated 2004 Stock Option Plan.  Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason.  In March of 2015 and 2016, Mr. Kasmochs Employment Agreement automatically renewed for a one-year term.   In 2010, the Company and Robert W. Bohmer, the Executive Vice President and General Counsel, entered into an Employment Agreement for a five-year term.  Mr. Bohmer is to receive an annual base salary of $150,000, subject to an annual discretionary increase.  In addition, Mr. Bohmer is eligible for an annual cash bonus and was granted stock options from the Companys Second Amended and Restated 2004 Stock Option Plan.  Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason.  In March of 2015 and 2016, Mr. Bohmers Employment Agreement automatically renewed for a one-year term.   In May 2014, the Company and Mr. Bohmer agreed to an adjustment to his employment contract, making him a part-time employee and adjusting his salary to $57,200.  Additional information is available in Item 11 Executive Compensation in this Form 10-K.   In 2010, the Company and James K. McHugh, the Chief Financial Officer, Secretary and Treasurer, entered into an Employment Agreement for a five-year term.  Mr. McHugh is to receive an annual base salary of $125,000, subject to an annual discretionary increase.  In addition, Mr. McHugh is eligible for an annual cash bonus and was granted stock options from the Companys Second Amended and Restated 2004 Stock Option Plan.  Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason.  In March of 2015 and 2016, Mr. McHughs Employment Agreement automatically renewed for a one-year term.   In May 2013, the Companys Board of Directors approved an amendment to each of the Companys executive officers respective employment agreement only as it applied to the stock option grant.  Additional information is available in Item 11 Executive Compensation in this Form 10-K.   As of December 31, 2015, the Company has accrued a liability of approximately $160,700 to reflect the total amount of salary and related payroll taxes voluntarily deferred by its three executive officers since February 2012, as well as approximately $95,100 in undeferred salary and related payroll taxes, for a combined total of approximately $255,800 in unpaid salaries and related payroll taxes.  More details of these liabilities are contained in Note 2.   In February 2013, the Company received a letter from counsel on behalf of one of our stockholders (Counsel letter), demanding a review by the Board of option plan issuances in 2010 and 2011 to members of management.  In response, the Board formed a Special Committee to evaluate the 2004 and 2010 Stock Option Plans for the issuances in 2010 pursuant to the multi-year employment agreements with Messrs. Kasmoch, Bohmer and McHugh under the 2004 Option Plan, and the 2011 award to Mr. Kasmoch under the 2010 Option Plan.  In May 2013, the Special Committee and the Board finished reviewing the awards and sent a letter in reply to the Counsel letter.  The Board also approved an amendment to each the executive officers respective employment agreement, and renegotiated their option grants such that (i) no grant in any single year exceeds the Plan Limits, and, (ii) each employee return to respective Option Plan the number of options by which his annual grant exceeded the Plan Limits for any single year.  Additional information is available in Item 11 Executive Compensation of the Form 10-K filed April 15, 2015.   As a result of these actions, and after additional negotiations, on July 14, 2014 the Company and the stockholder entered into a Confidential Settlement Agreement and General Release with the following terms: Without admitting liability in connection with any of the claims asserted but in order to avoid the expenses and uncertainty of potential litigation the Company agreed: (i) the Company will adopt certain procedures to monitor future issuances of options to management; (ii) the Company will make an installment payment of $20,000 ratably over ten months to counsel for the stockholder who asserted the claim, but none of these funds will be paid to the stockholder; (iii) the Company will issue warrants to counsel for the stockholder exercisable at a predetermined price.  In exchange for the foregoing the parties exchanged general releases and this matter is resolved completely.  Based on the terms of the settlement, the Company accrued an estimated expense of $86,500, recorded as a trade account payable, at December 31, 2013 and, due to an increase in the underlying valuation of the warrants, an additional accrual of $93,900 for the quarter ended March 31, 2014, for a total expense of $180,400 to recognize the cost of the final settlement.  All but $20,000 of this expense is for the non-cash component.  The final settlement payment due under the settlement is in default, and as of December 31, 2015 and 2014, the Company owed approximately $2,000 and $16,000 in cash installment payments, respectively.   The Companys executive and administrative offices are located in Toledo, Ohio.  In April 2011, the Company signed a 68 month lease with Deerpoint Development Co., Ltd.  The total minimum rental commitment for the remaining succeeding year of 2016 is $40,800.  The total rental expense included in the statements of operations for the year ended December 31, 2015 and 2014 is approximately $43,400 and $40,800, respectively.  Additional information is available in Item 2 Properties in this Form 10-K.   In October 2010, the Company began to lease property in Emlenton, Pennsylvania under a lease with A-C Valley Industrial Park, for one year.  After September 2011, the Company operated under a month-to-month lease agreement, for a reduced rate, therefore there is no minimum rental commitment at December 31, 2015 for any of the succeeding five years.  The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $12,000.   In June 2009, the Company began to maintain an office in West Unity, Ohio under a lease with D&B Colon Leasing, LLC (D&B), for one year.  In June 2010, the Company renewed the lease for an additional year through May 2011, and operated under a month-to-month lease until the Company closed the office in September 2014.  In June 2015, the Company issued D&B 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash.  The total rental expense included in the statements of operations for the year ended December 31, 2015 and 2014 is $3,600 and $22,500, respectively.   The Company maintained an office in Daytona Beach under a lease with the County of Volusia, Florida, from March 2009 through March 2014.  Effective and subsequent to April 2014, the Company briefly operated on a month to month lease with Volusia County, to allow the removal of certain owned assets and finished product from the site as approved by the County.  The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $-0- and $15,000, respectively.   In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC, for a five year lease term beginning June 1, 2014 and a monthly payment of $10,000.  More details can be found in Note 4 Capital Lease.   For the year ended December 31, 2015 and 2014, the Company paid a total of $26,400 and $19,800, respectively, recorded as rent in selling, general and administrative expense, on behalf of the Chief Executive Officer.  No future commitment exists in any succeeding years as the residential building lease is not in the name of the Company, however the Company expects to pay $22,000 in 2016 through the lease term maturing October 31, 2016.   In September 2014, the Company entered into an operating lease with Caterpillar Financial for operating equipment at its Bradley, Florida location.  The lease term is for three years beginning October 2014 and a monthly payment of approximately $3,200.  The total minimum rental commitment for the year ending December 31, 2016 is $37,900 and for the year ending December 31, 2017 is $28,400.  The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $37,900 and $12,600, respectively.   For all of the Companys operating leases, the total rental expense included in the statements of operations for the years ended December 31, 2015 and 2014 is $123,300 and $122,700, respectively.   The following is a schedule by years of future minimum payments required for all of the Companys operating leases as of December 31, 2015:   <table border="0" cellspacing="0" cellpadding="0" width="493" style='width:369.75pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:13.5pt'> <td width="385" style='width:288.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="108" valign="bottom" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> amount </td> </tr> <tr style='height:14.1pt'> <td width="385" style='width:288.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2016 </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'>        37,900 </td> </tr> <tr style='height:14.1pt'> <td width="385" style='width:288.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2017 </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'>        28,400 </td> </tr> <tr style='height:14.1pt'> <td width="385" style='width:288.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2018 </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'>                 - </td> </tr> <tr style='height:14.1pt'> <td width="385" style='width:288.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2019 </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'>                 - </td> </tr> <tr style='height:14.1pt'> <td width="385" style='width:288.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2020 </td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'>                 - </td> </tr> <tr style='height:14.1pt'> <td width="385" valign="bottom" style='width:288.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Total minimum lease payments </td> <td width="108" style='width:81.0pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'>  $    66,300 </td> </tr> </table>   Management believes that all of the Companys properties are adequately covered by insurance.   The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions.  Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company.  The Company cannot predict what effect, if any, current and future regulations may have on the operations of the Company.   From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business.  Certain unsecured creditors have brought civil action against the Company related to nonpayment.  The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

Note 9.            Income Tax Matters   The composition of the deferred tax assets and liabilities at December 31, 2015 and 2014 is as follows:   <table border="0" cellspacing="0" cellpadding="0" width="565" style='width:423.7pt;margin-left:4.7pt;border-collapse:collapse'> <tr style='height:14.25pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="108" valign="bottom" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="108" valign="bottom" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> 2014 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Gross deferred tax liabilities: </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Property and equipment and intangible assets </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> (68,700) </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Gross deferred tax assets: </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Loss carryforwards </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 6,465,100 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 6,016,600 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Property and equipment and intangible assets </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 55,600 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 0 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Pension plan withdrawal exp in excess of payments </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 138,700 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 132,400 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Stock options and warrants </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,593,900 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,396,100 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Subsidiary acquisition basis step up </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 21,400 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 42,800 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Allowance for doubtful accounts </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 11,200 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 34,400 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Deferred compensation and unpaid salaries </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 86,900 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 95,800 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Litigation settlement - non-cash portion </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 54,500 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 54,500 </td> </tr> <tr style='height:15.0pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Other </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 100 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 400 </td> </tr> <tr style='height:15.0pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Less valuation allowance </td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> (8,427,400) </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> (7,704,300) </td> </tr> <tr style='height:.25in'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> 0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> 0 </td> </tr> </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, 2015 and 2014 and are as follows:     <table border="0" cellspacing="0" cellpadding="0" width="565" style='width:423.75pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:16.5pt'> <td width="315" style='width:236.0pt;padding:0in 5.4pt 0in 5.4pt;height:16.5pt'></td> <td width="124" valign="bottom" style='width:93.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:16.5pt'> 2015 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:16.5pt'></td> <td width="108" valign="bottom" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:16.5pt'> 2014 </td> </tr> <tr style='height:14.1pt'> <td width="315" style='width:236.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Provision at statutory rate </td> <td width="124" style='width:93.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> (773,200) </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> (598,500) </td> </tr> <tr style='height:14.1pt'> <td width="315" style='width:236.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> (Decrease) increase in income taxes resulting from: </td> <td width="124" style='width:93.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> </tr> <tr style='height:14.1pt'> <td width="315" style='width:236.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Change in valuation allowance </td> <td width="124" style='width:93.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 723,100 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 587,500 </td> </tr> <tr style='height:14.1pt'> <td width="315" style='width:236.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Penalties </td> <td width="124" style='width:93.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 49,400 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 8,100 </td> </tr> <tr style='height:15.0pt'> <td width="315" style='width:236.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Other </td> <td width="124" style='width:93.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 700 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,900 </td> </tr> <tr style='height:16.5pt'> <td width="315" style='width:236.0pt;padding:0in 5.4pt 0in 5.4pt;height:16.5pt'></td> <td width="124" style='width:93.25pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:16.5pt'> $0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:16.5pt'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:16.5pt'> $0 </td> </tr> </table>     For the years ended December 31, 2015 and 2014, we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses.  Accordingly, our effective tax rate for each period was zero.  The net operating losses available at December 31, 2015 to offset future taxable income total approximately $19,000,000 and expire principally in years 2018 - 2035.

Note 10.                      Subsequent Events   On January 15, 2016, the Company entered into an agreement with JMJ Financial (JMJ), to issue a Convertible Promissory Note (JMJ Note) to the Company for $100,000 in cash, less $6,950 in fees paid to Craft Capital Management, LLC (Craft).  Craft also received 4,000 stock warrants to purchase common stock of the Company at an exercise price of $1.00 per share.  The JMJ Note is for a term of two (2) years, an interest rate of 12% if not paid within the first 90 days, and a 10% original issue discount fee on actual payments made.  After 2016-07-15, JMJ can elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice.  The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Companys transfer agent.  The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.   In January21, 2016, the Company accepted a Promissory Note (the Limited Note Receivable) for $100,000 from N-Viro Energy Limited (Ltd), and concurrently advanced Ltd $55,000 cash for expenses in connection with its China project.  The Note Receivable is due April 15, 2016 at a stated interest rate of 5% per annum.   On 2016-03-04, the Company entered into an agreement with Tangiers Investment Group, LLC (Tangiers), to issue a 10% Convertible Promissory Note (Tangiers Note) to us for $58,500 in cash, less $8,500 in original issue discount retained by Tangiers for due diligence and legal expenses.  The Tangiers Note is for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the March 2016 effective date.  At any time Tangiers can elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice.  The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Companys transfer agent.  The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.   In March 31 2016, the Company entered into an initial one (1) year agreement with Arrowroot Partners, LLC (Arrowroot), to assist in obtaining equity or debt financing for the Company.  The Company issued 15,460 shares of its unregistered common stock, valued at $15,000, to Arrowroot as a non-refundable restricted equity share retainer fee, which can be applied toward future financing fees in connection with any placements.  A cash fee of 8% of the gross proceeds and a warrant fee of 8% of the number of shares placed, in addition to preapproved expenses, will be paid to Arrowroot for its services.   In March 2016, the Company executed a two week preliminary public relations agreement with M & T Business Consultants, Inc., (M&T).  For the services rendered the Company issued M&T 50,000 shares of the Companys unregistered common stock, valued at approximately $43,000.   In April 2016, the Company entered into a share purchase agreement with a Purchaser pursuant to which the Company sold 100,000 shares of its common stock (the Shares) to the Purchaser for a total of $100,000, or a purchase price of $1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital.  All the shares issued were restricted and have limited piggy-back registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the Securities Act).  The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

The financial statements are consolidated as of June 30, 2016, December 31, 2015 and June 30, 2015 for the Company.  All intercompany transactions were eliminated.

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  There have been no changes in the selection and application of significant accounting policies and estimates disclosed in Item 8 Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2015.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has negative working capital of approximately $1,867,000 at June 30, 2016, and has incurred recurring losses and negative cash flow from operations for the six months ended June 30, 2016 and years ended December 31, 2015 and 2014.  Moreover, while the Company expects to arrange for financing with lending institutions, there can be no assurances that the Company will have the ability to do so.  The Company has borrowed money from third parties and related parties and expects to be able to generate future cash from the exercises of common stock options and warrants, new debt and equity issuances.  The Company has substantially slowed payments to trade vendors, and has renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables.  In 2014, 2015 and early 2016, the Company issued new equity for total cash realized of approximately $1.4 million.  In 2013, 2014 and again in 2015, the Company modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014.  In October 2015, the Company extended the expiration date of all outstanding warrants for exactly one year.  Beginning in March 2014, our operations in Volusia County, Florida, which at the time represented substantially all of our revenue, were voluntarily delayed while the Company employed additional personnel and moved assets to its new site in Bradley, Florida.  When operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred, and has remained at this lower level or decreased over subsequent periods to date.  These factors raise substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions.  Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company.  The Company cannot predict what effect if any, current and future regulations may have on the operations of the Company.

From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business.  Certain unsecured creditors have brought civil action against the Company related to nonpayment.  The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

The Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources.  The chief operating decision maker is the Chief Executive Officer.

A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees.  Some of these contracts provide for termination of the contract by the customer after giving relatively short notice.  In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts.  If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

Basic and diluted loss per share is computed using the treasury stock method for outstanding stock options and warrants.  For both the six months and three months ended June 30, 2016 and 2015 the Company incurred a net loss.  Accordingly, no stock options or warrants have been included in the computation of diluted loss per share as the impact would be anti-dilutive.

The Company records share-based compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model.  The Company uses historical data among other factors to estimate the expected price volatility, the expected option term and the expected forfeiture rate.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.

The Company has a stock option plan approved in July 2010 (the 2010 Plan), for directors and key employees under which 5,000,000 shares of common stock may be issued.  Non-director stock option agreements, unless otherwise stated in the agreement, are 20% vested on the date of grant, with the balance vesting 20% per year over the next four years.

The Company grants stock options to its independent directors as compensation for services performed, currently for board and committee meetings attended.  All director options granted are for a period of ten years from the date of issuance and vest six (6) months from the issuance date.

The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model.  The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

For both the six and three months ended June 30, 2016 and 2015, we are fully reserving our deferred tax asset value to zero as we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses.  Accordingly, our effective tax rate for each period was -0-%.

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 produced by the cement, lime, electric utilities and other industries.  Revenue and the related accounts receivable are due from companies acting as independent agents or licensees, principally municipalities.

B.        Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

E.         Cash and Cash Equivalents The Company has cash on deposit primarily in one financial institution which, at times, may be in excess of FDIC insurance limits.   For purposes of the statements of cash flows, the Company considers all certificates of deposit with initial maturities of 90 days or less to be cash equivalents.   Restricted cash consists of one certificate of deposit and corresponding accrued interest which was held as collateral with a performance bond on behalf of one of the Companys licensees at December 31, 2014.  The restricted cash performance bond was released by the Companys licensee due to the completion of the contract period in September 2015.

F.         Accounts Receivable The Company extends unsecured credit to customers under normal trade agreements, which require payment within 30 days.  Accounts greater than 90 days past due amounted to $326 and $99,179 of receivables for the years ended December 31, 2015 and 2014, respectively.  The Company's policy is not to accrue and record interest income on past due trade receivables.  The Company does bill the customer finance charges on past due accounts and records the interest income when collected.   Credit is generally granted on an unsecured basis.  Periodic credit evaluations of customers are conducted and appropriate allowances are established.   Management estimates an allowance for doubtful accounts, which was $32,847 at December 31, 2015 and $116,260 at December 31, 2014.  The estimate is based upon managements review of delinquent accounts and an assessment of the Companys historical evidence of collections.

G.        Property and Equipment Property, machinery and equipment are stated at cost less accumulated depreciation.  Depreciation has been computed primarily by the straight-line method over the estimated useful lives of the assets.  Generally, useful lives are five to fifteen years.  Leasehold improvements are capitalized and amortized over the lesser of the term of the lease or the estimated useful life of the asset.  Depreciation expense amounted to $225,613 and $179,743 in 2015 and 2014, respectively.   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.  During 2015, the Company determined the fair value of property and equipment was less than the carrying amount reflected on the balance sheet, and recorded a non-cash impairment charge of $304,936 to reduce the carrying value of these assets to their estimated fair value of $188,300.  Fair values of the property and equipment were estimated using a market approach, considering the estimated fair values of other comparable property and equipment (Level 3 inputs).   In May 2015 the Company lost their energy partner to develop their N-Viro FuelTM technology in the state of Pennsylvania.  Management intends to move the equipment related to this production technology to other states and find new partners to develop it, however their ability to do so and the ability to generate cash flows from this venture is uncertain as of December 31, 2015.  Additionally, their current operations in the state of Florida have resulted in declining revenues and negative cash flows from operations.  The declines in revenues and operating cash flows, the loss of their energy partner and the inability of the Company to generate sufficient operating cash flows have led to the impairment of property and equipment to fair value in the fourth quarter of 2015.

H.        Intangible Assets Intangible assets are comprised of patent costs, territory rights and customer licenses/contracts amortized on a straight line basis over their estimated useful lives (ranging from 18 months to 17 years).  Amortization expense amounted to $-0- in 2015 and $7,941 in 2014.   During 2014, the Company determined the fair value of the intangible assets were less than the amount reflected in the balance sheet, and recorded a non-cash impairment charge of $42,653 to reduce the carrying value of these assets to their estimated fair value of zero.  The reason for the impairment of intangible assets in the third quarter of 2014 was primarily due to declines in revenue associated with these assets.

I.          Equity Method Investment During the year ended December 31, 2014, the Company entered into a subscription agreement with N-Viro Energy Limited representing an approximately 45% interest in the class C voting shares.  The Companys 2014 loss includes a loss of $10,000 related to the operations of N-Viro Energy Limited.  The loss reduced the Companys investment in N-Viro Limited to zero and, as a result, the Company discontinued applying the equity method.  The Company will resume application of the equity method only after its share of future earnings of N-Viro Energy Limited are sufficient to recover its share of unrecognized losses during the period the equity method was suspended.  The Company has no obligation to fund future operations of N-Viro Energy Limited.

J.          Revenue Recognition 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 management service revenue and N-Viro SoilTM revenue are recognized upon shipment.

K.        Loss Per Common Share Loss per common share has been computed on the basis of the weighted-average number of common shares outstanding during each period presented.  For the years ended December 31, 2015 and 2014, the effects of 2,640,231 and 2,615,231 stock options outstanding, respectively, 2,679,742 and 2,624,142 warrants to purchase common stock, respectively, and, debentures that are convertible to 182,500 and 227,500 shares of common stock, respectively, are excluded from the diluted per share calculation because they would be antidilutive.

M.        Stock Warrants The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model.  The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

N.        New Accounting Standards The Financial Accounting Standards Board, or FASB, has issued the following new accounting and interpretations, which may be applicable in the future to us:   In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02)¸which requires that all leases with a term of more than one year, covering leased assets such as real estate and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. ASU 2016-02 is effective for fiscal years fiscal years and interim periods beginning after December 15, 2018.  The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.   In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. ASU 2015-17 is effective for fiscal years and interim periods beginning after December 15, 2016.  The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.   In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern (ASU 2014-15), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entitys ability to continue as a going concern and provide related disclosures. ASU 2014-15 is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and is not expected to have a material impact on the Companys consolidated financial statements.   In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under GAAP. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2016.  In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" (ASU 2015-14), which delayed the effective date by one year. As a result, the standard is effective for us for fiscal and interim periods beginning January 1, 2018 and allows for full retrospective or modified retrospective methods of adoption.  The Company is currently evaluating the impact of the provisions of this standard on our consolidated financial statements.

O.        Income Taxes Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.  Income tax expense is the tax payable or refundable for the current period plus or minus the change during the period in deferred tax assets and liabilities.   The accounting for uncertain tax positions requires the Company to evaluate each income tax position using a two step process which includes a determination as to whether it is more likely than not that the income tax position will be sustained, based upon technical merit and upon examination by the taxing authorities. At December 31, 2015 and 2014, there were no uncertain tax positions that required accrual.  None of the Companys federal or state income tax returns are currently under examination by the Internal Revenue Service (IRS) or state authorities.  However, fiscal years 2012 and later remain subject to examination by the IRS and respective states.

P.         Supplemental Disclosure of Non-Cash Operating, Investing and Financing Activities:   <table border="0" cellspacing="0" cellpadding="0" width="607" style='width:455.25pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:14.1pt'> <td width="413" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="86" style='width:64.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="90" style='width:67.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2014 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Deemed dividend on extension of stock warrants </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>  $     395,224 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>  $     502,890 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Financial Genetics - value of stock issued on consulting agreement </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>         100,000 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Conversions of convertible debentures to common stock </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>           91,260 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Value of stock issued for payment of accrued rent </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>           54,107 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Dynasty Wealth, Inc. - value of warrants issued on consulting agreement </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>         460,700 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Bowling Green Holdings, LLC - capital lease </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>         420,346 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Global IR Group - value of stock issued on consulting agreement </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>         165,000 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Conversions of promissory note debt to common stock </td> <td width="86" valign="bottom" style='width:64.25pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>           55,000 </td> </tr> <tr style='height:12.0pt'> <td width="413" valign="bottom" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Proceeds from sale of property and equipment recorded as Receivable, net Other </td> <td width="86" valign="bottom" style='width:64.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>                     0 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'>           51,889 </td> </tr> <tr style='height:14.25pt'> <td width="413" style='width:310.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="86" valign="bottom" style='width:64.25pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'>  $     640,591 </td> <td width="18" valign="bottom" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'>  $  1,655,825 </td> </tr> </table>

Q.        Segment Information During 2015, the Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources.  The chief operating decision maker is the Chief Executive Officer.

The Company has a stock option plan approved in May 2004, amended in June 2008 and again in August 2009 (the 2004 Plan), for directors and key employees under which 2,500,000 shares of common stock could have been issued.  No other shares can be issued from the 2004 Plan, and approximately 1,598,000 options are outstanding as of December 31, 2015.  The Company also has a stock option plan approved in July 2010 (the 2010 Plan), for directors and key employees under which 5,000,000 shares of common stock may be issued.  Approximately 1,043,000 options are outstanding as of December 31, 2015.  Unless otherwise stated in the stock option agreement, 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 six months from the date of grant.  Options were granted in 2015 only from the 2010 Plan at the market value of the stock at date of grant, as defined in the plan.

The Company grants stock options to its directors as compensation for services performed.  All of the options granted are for a period of ten years from the date of issuance, are pursuant to the 2010 Plan, and vest six (6) months from the issuance date.  Stock option grants related to the periods covered by these financial statements include the issuance of 222,500 options from December 2013 through October 2015.  These options are exercisable at prices ranging from $0.76 to $2.28.  To reflect the value of the stock options granted, the Company records a non-cash charge to earnings totaling $280,033 over the requisite vesting period in selling, general and administrative expense.  For the years ended December 31, 2015 and 2014, the Company recorded an expense of approximately $130,300 and $132,100, respectively.  More information on these equity transactions is contained in this Form 10-K under Item 10, Directors, Executive Officers and Corporate Governance.

During the year ended December 31, 2014, the Board of Directors approved a plan to offer to all Company warrants holders a 25% discount on the exercise price to any warrant holder who exercises warrants, and a second 25% discount on any subsequent warrant exercise, but within a specific discount period and only on a temporary basis.  Any warrant holder who exercised within the discount period also received a replacement warrant on a 1.5 to 1 basis.  All other terms and conditions of all outstanding warrants remain unchanged, and the discount offer was temporary.  During the discount period, five warrant holders exercised a total of 250,009 warrants at various exercise prices and were issued a total of 250,009 shares of restricted common stock and 375,014 replacement warrants.  As a condition of exercise, all of the $122,177 in cash proceeds from the exercises were restricted for future payment to specific creditors as agreed upon with the warrant holders, and subsequently used to pay these creditors.  In all instances the shares and the warrants issued and sold were in a private offering transaction pursuant to an exemption under Section 4(2) of the Securities Act of 1933 for transactions by an issuer not involving a public offering.   In October 2015, the Company approved a plan to modify all Company warrants by extending the time to exercise each outstanding warrant by one (1) year.  All other terms and conditions of each class of warrant remain unchanged.  In total, 2,679,742 warrants were affected by the expiration date extension.  More information can be found in the Form 8-K filed by the Company on October 26, 2015.

The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model.  The Company uses historical data among other factors to estimate the expected price volatility, the expected term and the expected forfeiture rate of the option.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.

For the years ended December 31, 2015 and 2014, the Companys largest customer accounted for approximately 31% and 22% of our revenues, respectively.  The Companys sludge processing agreement with Toho Water Authority, which was also its largest customer for the years 2011 through 2013, was not renewed at the beginning of 2014.  The Companys failure to renew that agreement has had a material adverse effect on its business, financial conditions and results of operations.  For the years ended December 31, 2015 and 2014, the top three customers accounted for approximately 74% and 50%, respectively, of the Companys revenues.  The accounts receivable balance due (which are unsecured) for these three customers at December 31, 2015 and 2014 was approximately $69,000 and $99,000, respectively.   Customers who accounted for more than 10% of the Companys revenue for the year ended December 31, 2015 were:  Jacksonville (Fla) Electric Authority ($362,000); Altamonte Springs, Florida ($343,000); Merrell Brothers, Inc. ($178,000) and Indiantown, Florida ($122,000).  Customers who accounted for more than 10% of the Companys revenue for the year ended December 31, 2014 were:  Altamonte Springs, Florida ($289,000); Jacksonville (Fla) Electric Authority ($235,000) and Cedar Bay (Fla) Cogenerating Co., LP ($138,000).   Beginning in March 2014, the Companys operations in Florida were voluntarily delayed for a short time while the Company moved assets and personnel to a new site in Bradley, Florida.  While operations resumed in Bradley in June 2014, this reduction in revenue, while temporary, has materially reduced available cash to fund current or prior expenses incurred.  The Companys sludge processing agreement with Altamonte Springs, which was its largest customer in 2014 and its second largest customer in 2015, representing approximately 29% of Company revenues, was not renewed effective April 2016.  The Companys failure to renew that agreement may have a material adverse effect on its business, financial conditions and results of operations.

A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees.  Some of these contracts, especially those contracts with large municipalities, provide for termination of the contract by the customer after giving relatively short notice (in some cases as little as ten days).  In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts.  If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions.  Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company.  The Company cannot predict what effect, if any, current and future regulations may have on the operations of the Company.

From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business.  Certain unsecured creditors have brought civil action against the Company related to nonpayment.  The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

<div align="center"> <table border="0" cellspacing="0" cellpadding="0" style='border-collapse:collapse'> <tr style='height:15.1pt'> <td width="207" valign="top" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>   </td> <td width="278" colspan="2" valign="bottom" style='width:208.55pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Six Months Ended June 30, </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="top" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>   </td> <td width="139" valign="bottom" style='width:104.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2016 </td> <td width="139" valign="bottom" style='width:104.3pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:solid windowtext 1.0pt;border-right:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2015 </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Expected dividend yield </td> <td width="139" valign="bottom" style='width:104.25pt;border:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>          0.0% </td> <td width="139" valign="bottom" style='width:104.3pt;border:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>          0.0% </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Weighted average volatility </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>      282.3% </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>      288.1% </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Risk free interest rate </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 1.3 1.4% </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 1.9% </td> </tr> <tr style='height:15.1pt'> <td width="211" valign="bottom" style='width:2.2in;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Expected term (in years) </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 7 </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 7 </td> </tr> </table> </div>

<table border="0" cellspacing="0" cellpadding="0" width="589" style='width:441.75pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:14.1pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="117" style='width:87.75pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2015 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2014 </td> </tr> <tr style='height:14.1pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Buildings and leasehold improvements </td> <td width="117" style='width:87.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $476,603 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $452,362 </td> </tr> <tr style='height:14.1pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Equipment </td> <td width="117" style='width:87.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,162,779 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2,280,636 </td> </tr> <tr style='height:14.1pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Equipment - idle </td> <td width="117" style='width:87.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 213,429 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 0 </td> </tr> <tr style='height:15.0pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Furniture, fixtures and computers </td> <td width="117" style='width:87.75pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 55,383 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 57,503 </td> </tr> <tr style='height:14.1pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="117" style='width:87.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,908,194 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2,790,501 </td> </tr> <tr style='height:15.0pt'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Less accumulated depreciation </td> <td width="117" style='width:87.75pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 1,415,218 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 1,791,649 </td> </tr> <tr style='height:.25in'> <td width="340" style='width:255.0pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> Totals </td> <td width="117" style='width:87.75pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> $492,976 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:.25in'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> $998,852 </td> </tr> </table>

<table border="0" cellspacing="0" cellpadding="0" width="643" style='width:482.25pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:14.1pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="102" style='width:76.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2015 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="96" style='width:1.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2014 </td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Deferred costs - Financial Genetics, LLC, less accumulated amortization (2015 - $45,833) </td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $54,167 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $0 </td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Deferred costs - Strategic Asset Management, Inc., less accumulated amortization (2015 - $1,011,500;  2014 - $886,249) </td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 0 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 125,251 </td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Deferred costs - Dynasty Wealth, Inc., less accumulated amortization (2015 - $460,700;  2014 - $134,371) </td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 0 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 326,329 </td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="102" valign="bottom" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Deferred costs - Global IR Group, Inc., less accumulated amortization (2015 - $165,000;  2014 - $18,792) </td> <td width="102" valign="bottom" style='width:76.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 0 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 146,208 </td> </tr> <tr style='height:13.5pt'> <td width="421" style='width:315.75pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="102" valign="bottom" style='width:76.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $54,167 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="96" valign="bottom" style='width:1.0in;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $597,788 </td> </tr> </table>

<table border="0" cellspacing="0" cellpadding="0" width="613" style='width:459.75pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:15.0pt'> <td width="368" style='width:276.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="119" style='width:89.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2015 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="102" style='width:76.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2014 </td> </tr> <tr style='height:14.1pt'> <td width="368" style='width:276.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Accrued payroll and employee benefits </td> <td width="119" style='width:89.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $95,125 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="102" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $157,456 </td> </tr> <tr style='height:14.1pt'> <td width="368" style='width:276.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Deferred compensation payable </td> <td width="119" style='width:89.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 160,670 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="102" style='width:76.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 124,306 </td> </tr> <tr style='height:14.1pt'> <td width="368" style='width:276.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Interest payable </td> <td width="119" style='width:89.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 63,830 </td> <td width="24" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="102" style='width:76.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 38,445 </td> </tr> <tr style='height:.25in'> <td width="368" style='width:276.0pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'></td> <td width="119" valign="bottom" style='width:89.25pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> $319,625 </td> <td width="24" valign="bottom" style='width:.25in;padding:0in 5.4pt 0in 5.4pt;height:.25in'></td> <td width="102" valign="bottom" style='width:76.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> $320,207 </td> </tr> </table>

<table border="0" cellspacing="0" cellpadding="0" width="625" style='width:468.7pt;margin-left:4.7pt;border-collapse:collapse'> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="118" style='width:88.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2014 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Notes payable - related party (David Kasmoch) </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $200,000 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $200,000 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Pension withdrawal liability </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 408,031 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 389,389 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Convertible debentures </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 365,000 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 455,000 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Notes payable - equipment vendors </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 6,182 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 32,818 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Note payable - related party (Ltd.) </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 44,480 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Note payable - insurance </td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 32,830 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 36,550 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Convertible note payable, net of discount </td> <td width="118" style='width:88.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 43,575 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 0 </td> </tr> <tr style='height:14.1pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="118" style='width:88.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,055,618 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="114" style='width:85.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,158,237 </td> </tr> <tr style='height:15.0pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Less current maturities </td> <td width="118" style='width:88.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 1,055,618 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="114" style='width:85.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 831,583 </td> </tr> <tr style='height:13.15pt'> <td width="375" style='width:281.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'></td> <td width="118" style='width:88.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'></td> <td width="114" style='width:85.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $326,654 </td> </tr> </table>

<table border="0" cellspacing="0" cellpadding="0" width="517" style='width:387.75pt;margin-left:4.65pt;border-collapse:collapse'> <tr style='height:13.5pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="138" valign="bottom" style='width:103.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> amount </td> </tr> <tr style='height:14.1pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2016 </td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $220,000 </td> </tr> <tr style='height:14.1pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2017 </td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 120,000 </td> </tr> <tr style='height:14.1pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2018 </td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 120,000 </td> </tr> <tr style='height:14.1pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 2019 </td> <td width="138" style='width:103.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 50,000 </td> </tr> <tr style='height:14.1pt'> <td width="379" valign="bottom" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Total minimum lease payments </td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 510,000 </td> </tr> <tr style='height:15.0pt'> <td width="379" valign="bottom" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Less amount representing interest </td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 134,564 </td> </tr> <tr style='height:15.0pt'> <td width="379" valign="bottom" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Present value of lease payments </td> <td width="138" style='width:103.5pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:double windowtext 2.25pt;border-right:none;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $375,436 </td> </tr> <tr style='height:9.75pt'> <td width="379" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:9.75pt'></td> <td width="138" style='width:103.5pt;padding:0in 5.4pt 0in 5.4pt;height:9.75pt'></td> </tr> <tr style='height:14.1pt'> <td width="379" valign="bottom" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Current maturities </td> <td width="138" style='width:103.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $133,436 </td> </tr> <tr style='height:14.1pt'> <td width="379" valign="bottom" style='width:284.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Non-current maturities </td> <td width="138" style='width:103.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> $242,000 </td> </tr> </table>

<table border="0" cellspacing="0" cellpadding="0" width="649" style='width:486.7pt;margin-left:4.7pt;border-collapse:collapse'> <tr style='height:13.5pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="186" colspan="2" valign="bottom" style='width:139.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="186" colspan="2" valign="bottom" style='width:139.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 2014 </td> </tr> <tr style='height:59.45pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'></td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Shares </td> <td width="96" valign="bottom" style='width:1.0in;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Weighted Average Exercise Price </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'></td> <td width="78" valign="bottom" style='width:58.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Shares </td> <td width="108" valign="bottom" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Weighted Average Exercise Price </td> </tr> <tr style='height:14.45pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> Outstanding, beginning of year </td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> 2,515,231 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> $1.91 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'></td> <td width="78" valign="bottom" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> 2,210,981 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> $2.10 </td> </tr> <tr style='height:12.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Granted </td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 165,000 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $1.84 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="78" valign="bottom" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 377,500 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $0.84 </td> </tr> <tr style='height:12.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Exercised </td> <td width="90" valign="bottom" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 1,250 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $1.65 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="78" valign="bottom" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 2,500 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $1.90 </td> </tr> <tr style='height:13.15pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> Forfeited/expired during the year </td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> 38,750 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $1.93 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'></td> <td width="78" valign="bottom" style='width:58.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> 70,750 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $2.33 </td> </tr> <tr style='height:15.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Outstanding, end of year </td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,640,231 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.90 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="78" valign="bottom" style='width:58.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,515,231 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.91 </td> </tr> <tr style='height:6.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="90" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="78" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> </tr> <tr style='height:15.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Eligible for exercise at end of year </td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,615,231 </td> <td width="96" valign="bottom" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.91 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="78" valign="bottom" style='width:58.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,442,731 </td> <td width="108" valign="bottom" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.92 </td> </tr> <tr style='height:12.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="90" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="96" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="78" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> </tr> <tr style='height:13.5pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Weighted average fair value per option for options granted during the year </td> <td width="90" valign="bottom" style='width:67.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $1.84 </td> <td width="96" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="78" valign="bottom" style='width:58.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $0.84 </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> </tr> <tr style='height:6.75pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="90" style='width:67.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="96" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="78" style='width:58.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> </tr> <tr style='height:15.0pt'> <td width="259" style='width:194.2pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Options expected to vest over the life of the Plan </td> <td width="90" style='width:67.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,640,231 </td> <td width="96" style='width:1.0in;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="78" style='width:58.5pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,515,231 </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> </tr> </table>

<div align="center"> <table border="0" cellspacing="0" cellpadding="0" style='border-collapse:collapse'> <tr style='height:15.1pt'> <td width="207" valign="top" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>   </td> <td width="278" colspan="2" valign="bottom" style='width:208.55pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Year Ended December 31, </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="top" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'>   </td> <td width="139" valign="bottom" style='width:104.25pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2015 </td> <td width="139" valign="bottom" style='width:104.3pt;border-top:solid windowtext 1.0pt;border-left:none;border-bottom:solid windowtext 1.0pt;border-right:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2014 </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="bottom" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Expected dividend yield </td> <td width="139" valign="bottom" style='width:104.25pt;border:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 0.0% </td> <td width="139" valign="bottom" style='width:104.3pt;border:none;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 0.0% </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="bottom" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Weighted average volatility </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 287.4% </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 287.0% </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="bottom" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Risk free interest rate </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 1.4 1.9% </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 2.2 - 2.8% </td> </tr> <tr style='height:15.1pt'> <td width="207" valign="bottom" style='width:155.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> Expected term (in years) </td> <td width="139" valign="bottom" style='width:104.25pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 7 </td> <td width="139" valign="bottom" style='width:104.3pt;padding:0in 1.5pt 0in 1.5pt;height:15.1pt'> 7 </td> </tr> </table> </div>

<table border="0" cellspacing="0" cellpadding="0" width="643" style='width:482.2pt;margin-left:4.7pt;border-collapse:collapse'> <tr style='height:13.5pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="174" colspan="2" valign="bottom" style='width:130.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="174" colspan="2" valign="bottom" style='width:130.5pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> 2014 </td> </tr> <tr style='height:59.45pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Warrants (Underlying Shares) </td> <td width="94" valign="bottom" style='width:70.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Weighted Average Exercise Price </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Warrants (Underlying Shares) </td> <td width="94" valign="bottom" style='width:70.8pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:59.45pt'> Weighted Average Exercise Price </td> </tr> <tr style='height:14.45pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> Outstanding, beginning of year </td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> 2,624,142 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> $1.04 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'></td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> 1,849,585 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:14.45pt'> $1.04 </td> </tr> <tr style='height:12.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Granted </td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 78,000 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $1.50 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 1,049,566 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $0.96 </td> </tr> <tr style='height:12.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> Exercised </td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 22,400 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $1.00 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" valign="bottom" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> 250,009 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'> $0.65 </td> </tr> <tr style='height:13.15pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> Forfeited/expired during the year </td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> 0 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> 25,000 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:13.15pt'> $1.00 </td> </tr> <tr style='height:15.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Outstanding, end of year </td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,679,742 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.06 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,624,142 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.04 </td> </tr> <tr style='height:6.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:6.0pt'></td> </tr> <tr style='height:15.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Eligible for exercise at end of year </td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,679,742 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.06 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,624,142 </td> <td width="94" valign="bottom" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> $1.04 </td> </tr> <tr style='height:12.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> </tr> <tr style='height:12.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:12.0pt'></td> </tr> <tr style='height:13.5pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> Weighted average fair value per warrant for warrants granted during the year </td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $1.50 </td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> <td width="80" valign="bottom" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'> $0.96 </td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:13.5pt'></td> </tr> <tr style='height:6.75pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="80" style='width:59.7pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:6.75pt'></td> </tr> <tr style='height:15.0pt'> <td width="277" style='width:207.7pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Share Reserves for Outstanding Warrants </td> <td width="80" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,679,742 </td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="80" style='width:59.7pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 2,624,142 </td> <td width="94" style='width:70.8pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> </tr> </table>

<table border="0" cellspacing="0" cellpadding="0" width="565" style='width:423.7pt;margin-left:4.7pt;border-collapse:collapse'> <tr style='height:14.25pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="108" valign="bottom" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> 2015 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'></td> <td width="108" valign="bottom" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.25pt'> 2014 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Gross deferred tax liabilities: </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Property and equipment and intangible assets </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> (68,700) </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Gross deferred tax assets: </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Loss carryforwards </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 6,465,100 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 6,016,600 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Property and equipment and intangible assets </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 55,600 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 0 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Pension plan withdrawal exp in excess of payments </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 138,700 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 132,400 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Stock options and warrants </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,593,900 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 1,396,100 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Subsidiary acquisition basis step up </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 21,400 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 42,800 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Allowance for doubtful accounts </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 11,200 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 34,400 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Deferred compensation and unpaid salaries </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 86,900 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 95,800 </td> </tr> <tr style='height:14.1pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> Litigation settlement - non-cash portion </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 54,500 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:14.1pt'> 54,500 </td> </tr> <tr style='height:15.0pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Other </td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 100 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="108" style='width:81.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> 400 </td> </tr> <tr style='height:15.0pt'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> Less valuation allowance </td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> (8,427,400) </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:solid windowtext 1.0pt;padding:0in 5.4pt 0in 5.4pt;height:15.0pt'> (7,704,300) </td> </tr> <tr style='height:.25in'> <td width="331" style='width:248.2pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> 0 </td> <td width="18" style='width:13.5pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'></td> <td width="108" style='width:81.0pt;border:none;border-bottom:double windowtext 2.25pt;padding:0in 5.4pt 0in 5.4pt;height:.25in'> 0 </td> </tr> </table>

55000

120000

200000

0.1200

In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note as well as defaulted payments under the related BGH capital lease discussed in Note 4, along with additional accrued interest and penalties.

417842

408031

2.00

0.0800

365000

0.0900

9337

125000

0.1000

JSJ could elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Companys transfer agent.

190300

62500

100000

6950

3000

0.1200

0.1000

After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Companys transfer agent.

57920

42080

58500

At any time Tangiers could elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Companys transfer agent.

81900

17600

110000

At any time Tangiers Global could elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,400,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Companys transfer agent.

121000

11000

585000

31500

19900

The JMJ Note #2 is due and payable on June 13, 2017 and is convertible at the lesser of $0.90 or 75% of the lowest trade price in the 25 trading days previous to the conversion date. The JMJ Note #2 is convertible at the sole option of JMJ.

The Company also agreed to file an S-1 Registration Statement (S-1) to register the resale of the shares of common stock issuable upon conversion of the JMJ Note #2 as well as the resale of 455,000 warrants issued to JMJ in connection with this transaction. The S-1 is required to include 5,000,000 shares of common stock for potential resale of the securities issuable upon conversion of the JMJ Note #2 and exercise of the warrants.

557375

27625

420346

42014

21007

22800

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13677

375436

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1.00

75000

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9538

1588000

36000

30100

67300

14300

21500

1079000

0.0000

2.8230

2.8810

0.0130

0.0190

P7Y

476000

3210000

1.04

0.0000

107870

107509

61471

91260

54107

3192

3000

70000

27915

200000

150000

225613

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160670

124306

63830

38445

200000

0.1200

415000

312000

408031

2.00

0.0800

365000

6200

0.0500

0.1000

The holder can elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Companys transfer agent.

81425

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408031

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365000

455000

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156000

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16106

1.43

20400

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1.48

27500

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25357

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13000

165000

377500

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1.65

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1.90

38750

1.93

70750

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2640231

1.90

2515231

1.91

2615231

1.91

2442731

1.92

1.84

0.84

2640231

2515231

0.0000

2.8740

2.8700

0.0140

0.0220

P7Y

22400

250009

25000

2679742

2624142

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57200

125000

255800

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16000

40800

43400

40800

12000

3600

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19000000

0.1200

2016-07-15

JMJ can elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Companys transfer agent.

55000

2016-03-04

0.1000

At any time Tangiers can elect to convert all or part of the debt into restricted shares of the Companys common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Companys transfer agent.

15460

15000

50000

43000

S-1 2016-06-30 true The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 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Pledged Assets and Long-term Debt: Schedule of Long-term Debt (Details) link:presentationLink link:definitionLink link:calculationLink 000590 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Segment Reporting, Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000350 - Disclosure - Note 5. Commitments and Contingencies: Commitments and Contingencies, Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000020 - Statement - CONSOLIDATED BALANCE SHEETS link:presentationLink link:definitionLink link:calculationLink 000490 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Trade and Other Accounts Receivable, Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000040 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:definitionLink link:calculationLink 000400 - Disclosure - Note 11. 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Segment Information: Segment Reporting Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000250 - Disclosure - Note 3. Pledged Assets and Long-term Debt link:presentationLink link:definitionLink link:calculationLink 000770 - Disclosure - Note 6. Equity Transactions: Schedule of Stock Options, Activity (Tables) link:presentationLink link:definitionLink link:calculationLink 000740 - Disclosure - Note 3. Pledged Assets and Long-term Debt: Schedule of Long-term Debt (Tables) link:presentationLink link:definitionLink link:calculationLink 000480 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000710 - Disclosure - Note 2. Balance Sheet Data: Property and Equipment (Tables) link:presentationLink link:definitionLink link:calculationLink 000790 - Disclosure - Note 6. Equity Transactions: Schedule of Stock Warrants, Activity (Tables) link:presentationLink link:definitionLink link:calculationLink 001140 - Disclosure - Note 9. Income Tax Matters: Schedule of Deferred Tax Assets and Liabilities (Details) link:presentationLink link:definitionLink link:calculationLink 001110 - Disclosure - Note 6. Equity Transactions: Schedule of Stock Options, Valuation Assumptions (Details) link:presentationLink link:definitionLink link:calculationLink 000460 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000880 - Disclosure - Note 11. Stock Options (Details) link:presentationLink link:definitionLink link:calculationLink 000420 - Disclosure - Note 11. Stock Options: Share-based Compensation, Option and Incentive Plans, Director Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000050 - Statement - CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT link:presentationLink link:definitionLink link:calculationLink 000200 - Disclosure - Note 14. Gain On Extinguishment of Liabilities link:presentationLink link:definitionLink link:calculationLink 000320 - Disclosure - Note 1. Organization and Basis of Presentation: Consolidation Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000470 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Principles of Consolidation, Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000260 - Disclosure - Note 5. Related Party Transactions link:presentationLink link:definitionLink link:calculationLink 000520 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Equity Method Investments, Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000910 - Disclosure - Note 13. Income Tax: Income Tax, Policy (Details) link:presentationLink link:definitionLink link:calculationLink 000070 - Disclosure - Note 1. Organization and Basis of Presentation link:presentationLink link:definitionLink link:calculationLink 000220 - Disclosure - Note 16. Subsequent Events link:presentationLink link:definitionLink link:calculationLink 000580 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Supplemental Disclosure of Non-cash Operating, Investing and Financing Activities, Policy (Policies) link:presentationLink link:definitionLink link:calculationLink 000900 - Disclosure - Note 12. Stock Warrants (Details) link:presentationLink link:definitionLink link:calculationLink 000340 - Disclosure - Note 1. 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Document and Entity Information
6 Months Ended

Jun. 30, 2016

Document and Entity Information:

Entity Registrant Name N-Viro International Corporation

Document Type S-1

Document Period End Date Jun. 30, 2016

Trading Symbol nvic

Amendment Flag true

Entity Central Index Key 0000904896

Current Fiscal Year End Date --12-31

Entity Filer Category Smaller Reporting Company

Entity Current Reporting Status No

Entity Voluntary Filers No

Entity Well-known Seasoned Issuer No

Document Fiscal Year Focus 2016

Document Fiscal Period Focus FY

Amendment Description The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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XML 30 R2.htm IDEA: XBRL DOCUMENT v3.5.0.2

CONSOLIDATED BALANCE SHEETS - USD ($)

Jun. 30, 2016

Dec. 31, 2015

Dec. 31, 2014

Assets, Current

Cash and Cash Equivalents $ 107,785 $ 82,201 $ 81,854

Cash and Cash Equivalents - Restricted 0 0 65,529

Accounts Receivable, Net, Current 16,195 80,823 140,070

Other Receivable, net 0 0 51,912

Prepaid Expense, Current 107,829 72,739 79,719

Deferred Costs, Current 341,691 54,167 597,789

Assets, Current 573,500 289,930 1,016,873

Assets, Noncurrent

Property and equipment, net 414,596 492,976 998,852

Deposits Assets, Noncurrent 14,687 20,027 27,319

Assets, Noncurrent 429,283 513,003 1,026,171

Total Assets 1,002,783 802,933 2,043,044

Liabilities, Current

Accounts Payable 830,088 817,018 716,680

Convertible Notes Payable, Current 27,625 34,193 0

Notes Payable, Current 51,460 39,012 63,186

Capital Lease Obligations, Current 176,615 133,436 86,652

Notes Payable, Related Parties, Current 200,000 200,000 244,480

Convertible Debt, Current 365,000 365,000 455,000

Pension and Other Postretirement Defined Benefit Plans, Current Liabilities 417,842 408,031 68,917

Accrued liabilities 371,873 319,625 320,207

Liabilities, Current 2,440,503 2,316,315 1,955,122

Liabilities, Noncurrent

Long-term convertible Note 42,080 0 0

Notes Payable, Noncurrent 0 0 6,182

Pension plan withdrawal liability, Noncurrent 0 0 319,278

Capital lease liability - long-term, less current maturities, in default 198,821 242,000 320,472

Liabilities, Noncurrent 240,901 242,000 645,932

Total Liabilities 2,681,404 2,558,315 2,601,054

Commitments and Contingencies 0 0 0

Stockholders' Deficit

Preferred stock, value 0 0 0

Common stock, value 94,818 89,117 81,668

Additional Paid in Capital 34,765,341 33,538,262 32,103,596

Accumulated Deficit (36,527,689) (35,371,670) (32,565,813)

Treasury stock, at cost 11,091 11,091 177,461

Total Stockholders' Deficit (1,678,621) (1,755,382) (558,010)

Total Liabilities and Stockholders'' Deficit $ 1,002,783 $ 802,933 $ 2,043,044

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

Condensed Consolidated Statements of Operations

REVENUES $ 51,368 $ 325,720 $ 249,008 $ 674,639 $ 1,187,296 $ 1,330,583

COST OF REVENUES 171,627 291,745 392,735 644,385 1,244,055 1,566,018

GROSS LOSS (120,259) 33,975 (143,727) 30,254 (56,759) (235,435)

Operating Expenses

Selling, General and Administrative 354,191 543,208 698,510 990,702 1,719,731 1,474,082

Impairment of assets 0 0 0 0 304,936 42,653

Loss (gain) on disposal of assets 23,051 0 23,051 0 (18,008) 141,197

Total Operating Expenses 331,140 543,208 675,459 990,702 2,042,675 1,375,538

OPERATING LOSS (451,399) (509,233) (819,186) (960,448) (2,099,434) (1,610,973)

Other Income (Expense)

Gain on extinguishment of liabilities 107,870 0 107,870 0 0 15,478

Interest income 1,212 42 1,739 85 87 190

Loss from Equity Method Investments 0 0 0 0 0 (10,000)

Interest expense 359,183 33,349 446,442 68,866 174,916 155,059

Total other income (expense) (250,101) (33,307) (336,833) (68,781) (174,829) (149,391)

LOSS BEFORE INCOME TAXES (701,500) (542,540) (1,156,019) (1,029,229) (2,274,263) (1,760,364)

Federal and state income taxes 0 0 0 0 0 0

NET LOSS $ (701,500) $ (542,540) $ (1,156,019) $ (1,029,229) $ (2,274,263) $ (1,760,364)

Earnings Per Share

Basic and diluted loss per share $ (0.08) $ (0.06) $ (0.13) $ (0.12) $ (0.26) $ (0.24)

Weighted Average Common Shares Outstanding, Basic and Diluted 9,084,496 8,621,747 9,002,405 8,424,591 8,592,489 7,318,480

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)

Common Stock

Additional Paid-in Capital

Retained Earnings

Treasury Stock

Total

Stockholders' Equity (Deficit) at Dec. 31, 2013 $ 70,475 $ 29,864,113 $ (29,886,630) $ (684,890) $ (636,932)

Shares, Outstanding at Dec. 31, 2014 8,166,789

Shares, Outstanding at Dec. 31, 2013 7,047,521

Issuance of common stock, Value $ 7,439 663,368 $ 670,807

Stock Issued During Period, Shares, New Issues 743,902 604,650

Share-based compensation expense, Value $ 1,254 948,798 $ 950,052

Share-based compensatione expense, Shares 125,357

Stock Issued During Period in lieu of rent $ 2,500 119,677 122,177

Exercise of stock warrants, Shares 250,009

Deemed dividend on extension of stock warrants 502,890 (502,890)

Sale of treasury stock (415,929) 507,429 91,500

Exercise of stock options, Value 4,750 4,750

Net Loss (1,760,364) (1,760,364)

Stockholders' Equity (Deficit) at Dec. 31, 2014 $ 81,668 32,103,596 (32,565,813) (177,461) (558,010)

Shares, Outstanding at Dec. 31, 2015 8,911,714

Shares, Outstanding at Dec. 31, 2014 8,166,789

Issuance of common stock, Value $ 6,187 712,445 718,632

Stock Issued During Period, Shares, New Issues 618,733

Share-based compensation expense, Value $ 1,094 242,128 243,222

Share-based compensatione expense, Shares 109,414

Stock Issued During Period in lieu of rent $ 130 (130) 0

Exercise of stock warrants, Shares 13,028

Deemed dividend on extension of stock warrants 395,224 (395,224)

Beneficial conversion feature on convertible debt 83,000 83,000

Sale of treasury stock (136,370) 166,370 30,000

Exercise of stock options, Value $ 38 1,999 2,037

Exercise of stock options, Shares 3,750

Net Loss (2,274,263) (2,274,263)

Stockholders' Equity (Deficit) at Dec. 31, 2015 $ 89,117 33,538,262 (35,371,670) (11,091) (1,755,382)

Shares, Outstanding at Jun. 30, 2016 9,481,826

Shares, Outstanding at Dec. 31, 2015 8,911,714

Issuance of common stock, Value $ 1,000 98,945 99,945

Stock Issued During Period, Shares, New Issues 100,000

Share-based compensation expense, Value $ 4,701 1,128,134 1,132,835

Share-based compensatione expense, Shares 470,112

Net Loss (1,156,019) (1,156,019)

Stockholders' Equity (Deficit) at Jun. 30, 2016 $ 94,818 $ 34,765,341 $ (36,527,689) $ (11,091) $ (1,678,621)

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

Condensed Consolidated Statements of Cash Flows

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ (457,740) $ (501,093) $ (679,026) $ (664,765)

Cash Flows From Investing Activities

Purchases of property and equipment 0 27,437 42,681 41,375

Proceeds from sale of Property and Equipment 42,483 45,608 45,608 182,446

Increases in (decreases to) restricted cash 0 (65,529) (65,529) (1,063)

Collections on note receivable 0 0 0 895

Loan made to related party (120,000) 0 0 0

Net Cash Provided by (Used in) Investing Activities (77,517) 83,700 68,456 143,029

Cash Flows From Financing Activities

Convertible debt issued, net of OID 736,550 0 121,000 0

Borrowngs under long-term debt 52,362 53,629 83,734 128,054

Net repayments on line of credit 0 0 0 (218,000)

Principal payments on long-term obligations (34,516) (87,729) (144,585) (188,020)

Payment of debt issuance costs 0 0 10,000 0

Principal borrowings from (payments on) Notes Payable - related party 0 (38,414) (44,480) 44,480

Repayments of Convertible Debt (293,500) 0 0 0

Private placements of common stock, net 99,945 533,364 603,265 696,030

Proceeds from Stock Options exercised, net 0 1,983 1,983 4,750

Proceeds from Warrant Exercises 0 0 0 121,952

Net cash provided by financing activities 560,841 462,833 610,917 589,246

Net Increase (Decrease) in Cash and Cash Equivalents 25,584 45,440 347 67,510

Cash and Cash Equivalents - Beginning 82,201 81,854 81,854 14,344

Cash and Cash Equivalents - Ending $ 107,785 $ 127,294 $ 82,201 $ 81,854

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Note 1. Organization and Basis of Presentation
6 Months Ended

Jun. 30, 2016

Notes

Note 1. Organization and Basis of Presentation
Note 1. Organization and Basis of Presentation

 The accompanying consolidated financial statements of N-Viro International Corporation (the “Company”) are unaudited but, in management's opinion, reflect all adjustments (including normal recurring accruals) necessary to present fairly such information for the period and at the dates indicated. The results of operations for the three months ended March 31, 2016 may not be indicative of the results of operations for the year ending December 31, 2016. Since the accompanying consolidated financial statements have been prepared in accordance with Article 8 of Regulation S-X, they do not contain all information and footnotes normally contained in annual consolidated financial statements; accordingly, they should be read in conjunction with the consolidated financial statements and notes thereto appearing in the Company's Form 10-K for the period ending December 31, 2015.

The financial statements are consolidated as of June 30, 2016, December 31, 2015 and June 30, 2015 for the Company. All intercompany transactions were eliminated.



In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There have been no changes in the selection and application of significant accounting policies and estimates disclosed in “Item 8 – Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2015.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of approximately $1,867,000 at June 30, 2016, and has incurred recurring losses and negative cash flow from operations for the six months ended June 30, 2016 and years ended December 31, 2015 and 2014. Moreover, while the Company expects to arrange for financing with lending institutions, there can be no assurances that the Company will have the ability to do so. The Company has borrowed money from third parties and related parties and expects to be able to generate future cash from the exercises of common stock options and warrants, new debt and equity issuances. The Company has substantially slowed payments to trade vendors, and has renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables. In 2014, 2015 and early 2016, the Company issued new equity for total cash realized of approximately $1.4 million. In 2013, 2014 and again in 2015, the Company modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014. In October 2015, the Company extended the expiration date of all outstanding warrants for exactly one year. Beginning in March 2014, our operations in Volusia County, Florida, which at the time represented substantially all of our revenue, were voluntarily delayed while the Company employed additional personnel and moved assets to its new site in Bradley, Florida. When operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred, and has remained at this lower level or decreased over subsequent periods to date. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Certain amounts in the Condensed Consolidated Balance Sheets at December 31, 2015 have been reclassified to conform to the current period presentation.

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Note 2. Notes Receivable
6 Months Ended

Jun. 30, 2016

Notes

Note 2. Notes Receivable
Note 2. Notes Receivable

 In January 2016, the Company entered into a Promissory Note (the “Note Receivable”) for $100,000 with N-Viro Energy Limited (“Ltd”), a related party, and concurrently advanced Ltd $55,000 of cash for expenses in connection with its China project. The Note Receivable was due on April 15, 2016 at a stated interest rate of 5% per annum. The entire balance of principal and related accrued interest receivable has been fully reserved, as collectability is deemed doubtful, and a charge to earnings has been recorded at March 31, 2016. In May 2016, the Company agreed to a revised Note Receivable for $120,000, and concurrently advanced Ltd $65,000 of cash for expenses in connection with its China project. No other terms of the Note Receivable were changed, and the Note Receivable is in default as of the date of this filing. The entire balance of principal and related accrued interest receivable has been fully reserved, as collectability is deemed doubtful, and a charge to earnings has been recorded at June 30, 2016.

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Note 3. Notes Payable
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Note 3. Pledged Assets and Long-term Debt
Note 3. Notes Payable

In 2011 the Company borrowed $200,000 with a Promissory Note (“the Note”) payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Company’s President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment. Timothy Kasmoch has personally guaranteed the repayment of this Note. As of June 30, 2016 the Note was past due and the Company is in default. The Company expects to extend the Note in the near future and pay it in full in 2016, although there can be no assurance the Company will have adequate cash flow to allow for any additional payments or that the maturity date will be extended. In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note as well as defaulted payments under the related BGH capital lease discussed in Note 4, along with additional accrued interest and penalties. At June 30, 2016 and December 31, 2015 the Company accrued a total of $154,340 and $95,780, respectively, in estimated interest and penalties, recorded in accrued interest and accounts payable. The Company is in negotiations with counsel and David and Edna Kasmoch to resolve this default, although there can be no assurance these negotiations will be successful.

In 2012 the Company received a Notice and Demand of Payment Withdrawal Liability from Central States Southeast and Southwest Areas Pension Fund (the “Notice”), the pension trustee that was funded by the Company for the benefit of its former employees at its City of Toledo operation. In December 2013, the Company received a Notice of Default from Central States, and in September 2014 the Company agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with payments of $6,000 per month for the first twelve months and $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016. Concurrently a separate security agreement was agreed on, effectively securing all of the Company’s assets and future rights to assets. As of the date of this filing, the Company is not in compliance with the new settlement agreement, as the remaining two payments of $10,000 as well as the balloon payment are overdue. In an event of default, the Company becomes liable for liquidating damages to Central States in the amount of $78,965. This liability has been added to the total amount owed under this agreement. The amount owed under this agreement was $417,842 as of June 30, 2016 and $408,031 as of December 31, 2015, respectively.

In 2009 the Company approved an offering of up to $1,000,000 of Convertible Debentures (the “Debentures”), convertible at any time into our unregistered common stock at $2.00 per share. The Debentures were issuable in $5,000 denominations, are unsecured and have a stated interest rate of 8%, payable quarterly to holders of record. As of June 30, 2013, the Company held $455,000 of Debentures, but defaulted and did not pay the holders the principal amount due, all of which became due. During 2015, two of the Company’s debenture holders converted their respective debt to restricted shares of the Company’s common stock, reducing the amount of Debentures that remain outstanding and in default at June 30, 2016 to $365,000. The Company continues to accrue interest on the principal amount at the rate set forth in the Debentures until the principal amount is paid in full. The Company has not made the interest payments due in October 2015 or those due in January, April and July of 2016. The Company expects to pay all accrued interest due and the principal amount to all outstanding holders of the Debentures after completing substitute financial arrangements, though there can be no assurance of the timing of receipt of these funds and amounts available from these substitute arrangements.

In October 2015, the Company financed its directors and officers insurance and borrowed $30,100 over 10 months at 9% interest, with monthly payments of $3,136 and the note is unsecured. The amount owed on this note as of June 30, 2016 was $9,337.

In December 2015, the Company entered into an agreement with JSJ Investments, Inc. (“JSJ”) to issue a convertible promissory note (“JSJ Note”) to the Company for $125,000 in cash, less $10,000 in fees paid in debt issuance costs to a third party. The JSJ Note was for a term of nine (9) month, an interest rate of 10%, and a $4,000 original issue discount fee on actual payments made. JSJ could elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the JSJ Note was determined to be a beneficial conversion feature and was recorded as a debt discount at a fair value of $83,000 at the time of issuance, and was subsequently amortized to interest expense ratably over the term outstanding. As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the JSJ Note was retired in late June 2016 for a total payment of approximately $190,300, including accrued interest and $62,500 in an early prepayment premium.

In January 2016, the Company entered into an agreement with JMJ Financial (“JMJ”), to issue a Convertible Promissory Note (“JMJ Note”) to the Company for $500,000, with an initial loan of $100,000 in cash, less $6,950 in debt issuance costs paid to Craft Capital Management, LLC (“Craft”). Craft also received 4,000 stock warrants, valued at $3,000, to purchase unregistered common stock of the Company at an exercise price of $1.00 per share. The JMJ Note is for a term of two (2) years, an interest rate of 12% if not paid within the first 90 days, and a 10% original issue discount fee on actual payments made. After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the JMJ Note was determined to be a beneficial conversion feature and was recorded as a debt discount at fair value of $67,000. This debt discount is being amortized to interest expense ratably over the two year note term. The total amount owed on the JMJ Note was $100,000 and the gross discount was $57,920, including net debt issuance costs of $7,670, as of June 30, 2016. The carrying amount on the JMJ Note was $42,080 as of June 30, 2016, and is classified as long-term debt on the balance sheet.

In March 2016, the Company entered into an agreement with Tangiers Investment Group, LLC (“Tangiers”), to issue a 10% Convertible Promissory Note (“Tangiers Note”) to the Company for $58,500 in cash, less $8,500 in original issue discount retained by Tangiers for due diligence and legal expenses. The Tangiers Note was for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the March 2016 effective date. At any time Tangiers could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the Tangiers Note was determined to be a beneficial conversion feature, and was recorded as a debt discount at fair value of $39,000 at the time of issuance and subsequently amortized to interest expense ratably over the term outstanding. As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the Tangiers Note was retired in late June 2016 for a total payment of $81,900, including accrued interest and approximately $17,600 in an early prepayment premium.

In April 2016, the Company entered into an agreement with Tangiers Global, LLC (“Tangiers Global”), to issue a 10% Convertible Promissory Note (“Tangiers Global Note”) to the Company for $110,000 in cash, less $10,000 in original issue discount retained by Tangiers Global. The Tangiers Global Note was for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the April 2016 effective date. At any time Tangiers Global could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,400,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the Tangiers Global Note was determined to be a beneficial conversion feature, and was recorded as a debt discount at a fair value of $73,000 and subsequently amortized to interest expense ratably over the term outstanding. As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the Tangiers Global Note was retired in late June 2016 for a total payment of $121,000, including a $11,000 early prepayment premium.

In June 2016, the Company entered into a second agreement with JMJ Financial (“JMJ”), to issue a convertible promissory note to JMJ (“JMJ Note #2”) in the principal amount of $585,000 in cash, less $60,000 in original issue discount retained by JMJ, less $31,500 in debt issuance costs paid to Craft Capital Management LLC. Craft also received 21,000 stock warrants, valued at $19,900, to purchase unregistered common stock of the Company at a purchase price of $1.00 per share. The JMJ Note #2 is due and payable on June 13, 2017 and is convertible at the lesser of $0.90 or 75% of the lowest trade price in the 25 trading days previous to the conversion date. The JMJ Note #2 is convertible at the sole option of JMJ. The Company has the right to repay up to 98% of the JMJ Note #2 after the effective date in an amount equal to 120% of the sum of the principal sum being repaid plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum or, alternatively, at any time on or before 180 days after the issuance date of the JMJ Note #2 to pay an amount equal to 140% of the sum of the principal sum being repaid, plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due of such principal sum. After 180 days after the issuance date of the JMJ Note #2, the Company may not prepay the note prior to the maturity date without the approval of JMJ. JMJ has the right in its sole discretion to require the Company to repurchase the JMJ Note #2 from JMJ at any time after the issuance date in an amount equal to 125% of the sum of the principal sum plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum. The Company was required to reserve 8,000,000 shares of common stock for potential conversion of the JMJ Note #2. The Company also agreed to file an S-1 Registration Statement (“S-1”) to register the resale of the shares of common stock issuable upon conversion of the JMJ Note #2 as well as the resale of 455,000 warrants issued to JMJ in connection with this transaction. The S-1 is required to include 5,000,000 shares of common stock for potential resale of the securities issuable upon conversion of the JMJ Note #2 and exercise of the warrants. The Registration Rights Agreement provides for a $50,000 penalty in the event the S-1 is not filed with the SEC on or before August 1, 2016 and a $25,000 penalty if the S-1 is not declared effective within 90 days of June 13, 2016. Exemption from registration is claimed under Section 4(2) of the Securities Act as transaction by an issuer not involving a public offering. The Company filed the S-1 on July 25, 2016, thus avoiding the $50,000 penalty, and as of the date of this filing the S-1 has not yet been declared effective. The conversion feature and attached warrants of the JMJ Note #2 were valued and determined to be beneficial. The fair value of the beneficial conversion feature and warrants were recorded as a debt discount at their relative fair values totaling $473,600. This debt discount is being amortized to interest expense ratably over the one year note term. The total amount owed on the JMJ Note #2 was $585,000 and the gross discount was $557,375, including an original issue discount of $57,167 and net debt issuance costs of $48,973, as of June 30, 2016. The carrying amount on the JMJ Note #2 was $27,625 as of June 30, 2016, and is classified as short-term debt on the balance sheet.

As of June 30, 2016, both of the outstanding convertible notes to JMJ Financial (collectively, “the JMJ Notes”) have no floor price but provide that unless otherwise agreed to in writing by the Company and JMJ, at no time will JMJ convert any amount of the JMJ Notes into common stock that would result in the investor owning more than 4.99% of the Company’s outstanding common stock. The Company has filed a Form S-1 Registration Statement to register 5,000,000 shares of common stock for resale, which includes 455,000 shares issuable upon exercise of warrants and up to 4,545,000 shares of common stock issuable upon conversion of the JMJ Notes in the aggregate principal amount of $685,000. As of the filing date of this Form 10-Q, said Registration Statement has not been declared effective by the Securities and Exchange Commission.

Note 3. Pledged Assets and Long-Term Debt

In 2011 the Company borrowed $200,000 with a Promissory Note (“the Note”) payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Company’s President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment. Timothy Kasmoch has personally guaranteed the repayment of this Note. As of December 31, 2015 the Note was past due and we are in default. The Company expects to extend the Note in the near future and pay it in full in 2016, although there can be no assurance the Company will have adequate cash flow to allow for any additional payments or that the maturity date will be extended. In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note, along with accrued interest and penalties. At December 31, 2015 the Company accrued a total of approximately $96,000 in estimated interest and penalties recorded in accrued interest and accounts payable. The Company is in negotiations with counsel and David and Edna Kasmoch to resolve this default, although there can be no assurance these negotiations will be successful.

In 2012 the Company received a Notice and Demand of Payment Withdrawal Liability from Central States Southeast and Southwest Areas Pension Fund (the “Notice”), the pension trustee that was funded by the Company for the benefit of its former employees at its City of Toledo operation. In December 2013, the Company received a Notice of Default from Central States, and in September 2014 the Company agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with payments of $6,000 per month for the first twelve months and $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016. Concurrently a separate security agreement was agreed on, effectively securing all of the Company’s assets and future rights to assets. As of the date of this filing, the Company is not in compliance with the new settlement agreement, as the remaining three payments of $10,000 as well as the balloon payment are overdue. In an event of default, the Company becomes liable for liquidating damages to Central States in the amount of $78,965. This liability has been added to the total amount owed under this agreement. The amounts owed under this agreement were $408,031 and $389,389, respectively, as of December 31, 2015 and 2014.

In 2009 the Company approved an offering of up to $1,000,000 of Convertible Debentures (the “Debentures”), convertible at any time into our unregistered common stock at $2.00 per share. The Debentures were issuable in $5,000 denominations, are unsecured and have a stated interest rate of 8%, payable quarterly to holders of record.

As of June 30, 2013, the Company held $455,000 of Debentures, but defaulted and did not pay the holders the principal amount due, all of which became due. During 2015, two of the Company’s debenture holders converted a total of $91,260 in debt including accrued interest to 45,630 restricted shares of the Company’s common stock. This reduced the amount of Debentures that remain outstanding and in default at December 31, 2015 to $365,000. The Company continues to accrue interest on the principal amount at the rate set forth in the Debentures until the principal amount is paid in full. The Company has not made the interest payments due in October 2015 and January 2016, and do not expect to pay the April 2016 installment due by the time of this filing. The Company expects to pay all accrued interest due and the principal amount to all outstanding holders of the Debentures after completing substitute financial arrangements, though there can be no assurance of the timing of receipt of these funds and amounts available from these substitute arrangements.

The Company has previously borrowed to purchase processing and automotive equipment, and as of December 31, 2015, one term note is outstanding at 7.1% interest for a term of five years, with monthly payments of approximately $2,100 and secured by automotive equipment. The amount owed on the note as of December 31, 2015 was approximately $6,200 and was paid in full on the maturity date in March 31, 2016.

In September 2014, the Company executed a Promissory Note (the “Limited Note”) for $50,000 with N-Viro Energy Limited (“Ltd”), classified as a related party, at 5% interest and for a period of 90 days. During the fourth quarter of 2014 and into 2015, the Company repaid the Limited Note by reimbursing expenses incurred by Ltd related to its China project, and fully paid it off in June 2015.

During 2015 the Company borrowed a total of approximately $54,000 to pay for an insurance policy on equipment coverage during the year. The agreement is for a nine month term with an interest rate of 8.4% and monthly payments of approximately $5,400. The Company also financed its directors and officers insurance in late 2015, financing $30,100 over 10 months at 9% interest, monthly payments of $3,136 and is not secured. The amounts owed on these notes as of December 31, 2015 was approximately $33,000.

In December 2015, the Company entered into an agreement to issue a convertible promissory note (“Convertible Note”) to the Company for $125,000 in cash, less $10,000 in fees paid in debt issuance costs to a third party. The Convertible Note is for a term of nine (9) month, an interest rate of 10%, and a $4,000 original issue discount fee on actual payments made. The holder can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering. The conversion feature of this convertible promissory note was determined to be a beneficial conversion feature and was recorded as a debt discount at fair value of $83,000. This debt discount is being amortized to interest expense over the nine month note term. The total amount owed on this note was $125,000 and the gross discount was $81,425 as of December 31, 2015. The carrying amount on this note was $43,575 as of December 31, 2015.

Long-term debt at December 31, 2015 and 2014 is as follows:

2015

2014

Notes payable - related party (David Kasmoch)

$200,000

$200,000

Pension withdrawal liability

408,031

389,389

Convertible debentures

365,000

455,000

Notes payable - equipment vendors

6,182

32,818

Note payable - related party (Ltd.)

0

44,480

Note payable - insurance

32,830

36,550

Convertible note payable, net of discount

43,575

0

1,055,618

1,158,237

Less current maturities

1,055,618

831,583

$0

$326,654

X

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Note 4. Capital Lease, in Default
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Note 4. Capital Lease, in Default
Note 4. Capital Lease, in default

In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC (“BGH”), a company owned by David Kasmoch, the father of Timothy R. Kasmoch, the Company’s President and Chief Executive Officer. The lease term is for five years beginning June 1, 2014 and a monthly payment of $10,000. This lease has been determined to be a capital lease and a liability and related asset of $420,346 was recorded in June 2014 concurrent with the start of the lease agreement.

Depreciation on assets under capital leases charged to expense for both the six and three months ended June 30, 2016 and 2015 was $42,014 and $21,007, respectively, recorded as cost of sales. Interest charged related to capital lease liabilities for the six months ended June 30, 2016 and 2015 was $22,800 and $27,952, respectively, and for the three months ended June 30, 2016 and 2015 was $11,054 and $13,677, respectively, recorded as interest expense. At both June 30, 2016 and December 31, 2015, the Company was delinquent in its payments and in default of its lease agreement however there is no acceleration provision in the lease agreement. The total lease liability at both June 30, 2016 and December 31, 2015 was $375,436.

Note 4. Capital Lease, in Default
Note 4. Capital Lease, in default

In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC (“BGH”), a company owned by David Kasmoch, the father of Timothy R. Kasmoch, the Company’s President and Chief Executive Officer. The lease term is for five years beginning June 1, 2014 and a monthly payment of $10,000. At December 31, 2015 and 2014 the Company was in default of its payments. This lease has been determined to be a capital lease and a liability and related asset of $420,346 was recorded in June 2014 concurrent with the start of the lease agreement.

The following is a summary of property held under capital leases at December 31, 2015 and 2014:

2015

2014

Leased real property at Bradley, Florida - BGH

$420,346

$420,346

Less accumulated depreciation

133,111

49,040

$287,235

$371,306

Depreciation on assets under capital leases charged to expense for the years ended December 31, 2015 and 2014 was $84,071 and $49,040, respectively, recorded as cost of sales. Interest charged related to capital lease liabilities for the years ended December 31, 2015 and 2014 was $53,424 and $35,508, respectively, recorded as interest expense. At both December 31, 2015 and 2014, the Company was in default of its payments, however there is no acceleration provision in the lease agreement. The total lease liability at December 31, 2015 and 2014 was $375,436 and $405,930, respectively.

The following is a schedule by years of future minimum payments required under the lease together with their present value as of December 31, 2015:

amount

2016

$220,000

2017

120,000

2018

120,000

2019

50,000

Total minimum lease payments

510,000

Less amount representing interest

134,564

Present value of lease payments

$375,436

Current maturities

$133,436

Non-current maturities

$242,000

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- Definition
The entire disclosure for capital leasing arrangements including, but not limited to, the following: a) the basis on which contingent rental payments are determined; (b) the existence and terms of renewal or purchase options and escalation clauses; (c) restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.
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Note 5. Commitments and Contingencies
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Note 8. Commitments and Contingencies
Note 5. Commitments and Contingencies

Effective July 17, 2016, the Company entered into an Employment Agreement (the “Agreement”) with Timothy R. Kasmoch to serve as the Company’s President and Chief Executive Officer commencing July 17, 2016. The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The Agreement provides that Mr. Kasmoch is to receive an annual base salary of $150,000, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. Kasmoch is eligible for an annual cash bonus in an amount to be determined, a vehicle allowance, and otherwise subject to the discretion of, the Board of Directors. Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Kasmoch's performance. The Agreement also provides for annual stock option grants to Mr. Kasmoch. The Employment Agreement permits Mr. Kasmoch to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. Kasmoch is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date. Additional information about the Agreement is available as Exhibit 10.7 in the Form S-1 filed on July 25, 2016.

Effective July 17, 2016, the Company entered into an Employment Agreement (the “Agreement”) with Robert W. Bohmer to serve as the Company’s Executive Vice President and General Counsel commencing July 17, 2016. The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The Agreement provides that Mr. Bohmer is to receive an annual base salary of $57,200, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. Bohmer is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors. Under the Agreement, this determination is to be based upon the President/Chief Executive Officer’s and Board of Directors review of Mr. Bohmer's performance. The Agreement also provides for annual stock option grants to Mr. Bohmer. The Employment Agreement permits Mr. Bohmer to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. Bohmer is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date. Additional information about the Agreement is available as Exhibit 10.8 in the Form S-1 filed on July 25, 2016.

Effective July 17, 2016, the Company entered into an Employment Agreement (the “Agreement”) with James K. McHugh to serve as the Company’s Chief Financial Officer, Secretary and Treasurer commencing July 17, 2016. The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The Agreement provides that Mr. McHugh is to receive an annual base salary of $125,000, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. McHugh is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors. Under the Agreement, this determination is to be based upon the President/Chief Executive Officer’s and Board of Directors review of Mr. McHugh's performance. The Agreement also provides for annual stock option grants to Mr. McHugh. The Employment Agreement permits Mr. McHugh to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. McHugh is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date. Additional information about the Agreement is available as Exhibit 10.9 in the Form S-1 filed on July 25, 2016.

As of June 30, 2016, the Company has accrued a liability of approximately $182,000 to reflect the total amount of salary and related payroll taxes voluntarily deferred by its three executive officers since February 2012 under their 2010 employment agreements, as amended, as well as approximately $82,000 in undeferred salary and related payroll taxes, for a combined total of approximately $264,000 in unpaid salaries and related payroll taxes. Additional information about the 2010 employment agreements and any subsequent amendments for the officers is available in Item 11 Executive Compensation of the Form 10-K filed on April 14, 2016.

The Company’s executive and administrative offices are located in Toledo, Ohio. In April 2011, the Company signed a 68 month lease with Deerpoint Development Co., Ltd. (“Deerpoint”). The total minimum rental commitment for the remaining succeeding year of 2016 is $40,764. In June 2015, the Company issued Deerpoint 16,106 shares of unregistered common stock at a price of $1.43 per share in exchange for six months rent, resulting in net additional expense of approximately $2,600 above the contracted amount, but saving approximately $20,400 of cash. The total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is approximately $20,400 and $23,000, respectively. The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is approximately $10,200 and $12,800, respectively.

In October 2010, the Company began to lease property in Emlenton, Pennsylvania under a lease with A-C Valley Industrial Park, for one year. After September 2011, the Company operated under a month-to-month lease agreement, for a reduced rate, therefore there is no minimum rental commitment at June 30, 2016 for any of the succeeding five years. The total rental expense included in the statements of operations for each of the six months and three months ended June 30, 2016 and 2015 is $6,000 and $3,000, respectively.

 In June 2009, the Company began to maintain an office in West Unity, Ohio under a lease with D&B Colon Leasing, LLC, (“D&B”) for one year. In June 2010, the Company renewed the lease for an additional year through May 2011, and operated under a month-to-month lease until the Company closed the office in September 2014. In June 2015, the Company issued D&B 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash. The total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is $-0- and $3,600, respectively. The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is $-0- and $3,600, respectively.

For each of the six months and three months ended June 30, 2016 and 2015, the Company paid a total of $13,200 and $6,600, respectively, recorded as rent in selling, general and administrative expense, on behalf of the Chief Executive Officer. No future commitment exists in any succeeding years as the residential building lease is not in the Company’s name, however the Company expects to pay $8,800 for the remainder of 2016 through the lease term maturing October 31, 2016.

In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC, for a five year lease term beginning June 1, 2014 and a monthly payment of $10,000. More details can be found in Note 4 Capital Lease, in default.

In September 2014, the Company entered into an operating lease with Caterpillar Financial for operating equipment at its Bradley, Florida location. The lease term is for three years beginning October 2014 and a monthly payment of $3,155. The total minimum rental commitment for the year ending December 31, 2016 is $37,900 and for the year ending December 31, 2017 is $28,400. The total rental expense included in the statements of operations for each of the six months and three months ended June 30, 2016 and 2015 is $18,930 and $9,465, respectively.

 For all of the Company’s operating leases, the total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is $58,500 and $64,700, respectively. The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is $29,300 and $35,500, respectively.

Management believes that all of the Company’s properties are adequately covered by insurance.

The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect if any, current and future regulations may have on the operations of the Company.

From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business. Certain unsecured creditors have brought civil action against the Company related to nonpayment. The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

Note 8. Commitments and Contingencies

In 2010, the Company and Timothy R. Kasmoch, the President and Chief Executive Officer, entered into an Employment Agreement for a five-year term. Mr. Kasmoch is to receive an annual base salary of $150,000, subject to an annual discretionary increase. In addition, Mr. Kasmoch is eligible for an annual cash bonus and was granted stock options from the Company’s Second Amended and Restated 2004 Stock Option Plan. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In March of 2015 and 2016, Mr. Kasmoch’s Employment Agreement automatically renewed for a one-year term.

In 2010, the Company and Robert W. Bohmer, the Executive Vice President and General Counsel, entered into an Employment Agreement for a five-year term. Mr. Bohmer is to receive an annual base salary of $150,000, subject to an annual discretionary increase. In addition, Mr. Bohmer is eligible for an annual cash bonus and was granted stock options from the Company’s Second Amended and Restated 2004 Stock Option Plan. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In March of 2015 and 2016, Mr. Bohmer’s Employment Agreement automatically renewed for a one-year term.

In May 2014, the Company and Mr. Bohmer agreed to an adjustment to his employment contract, making him a part-time employee and adjusting his salary to $57,200. Additional information is available in “Item 11 Executive Compensation” in this Form 10-K.

In 2010, the Company and James K. McHugh, the Chief Financial Officer, Secretary and Treasurer, entered into an Employment Agreement for a five-year term. Mr. McHugh is to receive an annual base salary of $125,000, subject to an annual discretionary increase. In addition, Mr. McHugh is eligible for an annual cash bonus and was granted stock options from the Company’s Second Amended and Restated 2004 Stock Option Plan. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In March of 2015 and 2016, Mr. McHugh’s Employment Agreement automatically renewed for a one-year term.

In May 2013, the Company’s Board of Directors approved an amendment to each of the Company’s executive officer’s respective employment agreement only as it applied to the stock option grant. Additional information is available in “Item 11 Executive Compensation” in this Form 10-K.

As of December 31, 2015, the Company has accrued a liability of approximately $160,700 to reflect the total amount of salary and related payroll taxes voluntarily deferred by its three executive officers since February 2012, as well as approximately $95,100 in undeferred salary and related payroll taxes, for a combined total of approximately $255,800 in unpaid salaries and related payroll taxes. More details of these liabilities are contained in Note 2.

In February 2013, the Company received a letter from counsel on behalf of one of our stockholders (“Counsel letter”), demanding a review by the Board of option plan issuances in 2010 and 2011 to members of management. In response, the Board formed a Special Committee to evaluate the 2004 and 2010 Stock Option Plans for the issuances in 2010 pursuant to the multi-year employment agreements with Messrs. Kasmoch, Bohmer and McHugh under the 2004 Option Plan, and the 2011 award to Mr. Kasmoch under the 2010 Option Plan. In May 2013, the Special Committee and the Board finished reviewing the awards and sent a letter in reply to the Counsel letter. The Board also approved an amendment to each the executive officer’s respective employment agreement, and renegotiated their option grants such that (i) no grant in any single year exceeds the Plan Limits, and, (ii) each employee return to respective Option Plan the number of options by which his annual grant exceeded the Plan Limits for any single year. Additional information is available in Item 11 “Executive Compensation” of the Form 10-K filed April 15, 2015.

As a result of these actions, and after additional negotiations, on July 14, 2014 the Company and the stockholder entered into a Confidential Settlement Agreement and General Release with the following terms: Without admitting liability in connection with any of the claims asserted but in order to avoid the expenses and uncertainty of potential litigation the Company agreed: (i) the Company will adopt certain procedures to monitor future issuances of options to management; (ii) the Company will make an installment payment of $20,000 ratably over ten months to counsel for the stockholder who asserted the claim, but none of these funds will be paid to the stockholder; (iii) the Company will issue warrants to counsel for the stockholder exercisable at a predetermined price. In exchange for the foregoing the parties exchanged general releases and this matter is resolved completely. Based on the terms of the settlement, the Company accrued an estimated expense of $86,500, recorded as a trade account payable, at December 31, 2013 and, due to an increase in the underlying valuation of the warrants, an additional accrual of $93,900 for the quarter ended March 31, 2014, for a total expense of $180,400 to recognize the cost of the final settlement. All but $20,000 of this expense is for the non-cash component. The final settlement payment due under the settlement is in default, and as of December 31, 2015 and 2014, the Company owed approximately $2,000 and $16,000 in cash installment payments, respectively.

The Company’s executive and administrative offices are located in Toledo, Ohio. In April 2011, the Company signed a 68 month lease with Deerpoint Development Co., Ltd. The total minimum rental commitment for the remaining succeeding year of 2016 is $40,800. The total rental expense included in the statements of operations for the year ended December 31, 2015 and 2014 is approximately $43,400 and $40,800, respectively. Additional information is available in “Item 2 Properties” in this Form 10-K.

In October 2010, the Company began to lease property in Emlenton, Pennsylvania under a lease with A-C Valley Industrial Park, for one year. After September 2011, the Company operated under a month-to-month lease agreement, for a reduced rate, therefore there is no minimum rental commitment at December 31, 2015 for any of the succeeding five years. The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $12,000.

In June 2009, the Company began to maintain an office in West Unity, Ohio under a lease with D&B Colon Leasing, LLC (“D&B”), for one year. In June 2010, the Company renewed the lease for an additional year through May 2011, and operated under a month-to-month lease until the Company closed the office in September 2014. In June 2015, the Company issued D&B 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash. The total rental expense included in the statements of operations for the year ended December 31, 2015 and 2014 is $3,600 and $22,500, respectively.

The Company maintained an office in Daytona Beach under a lease with the County of Volusia, Florida, from March 2009 through March 2014. Effective and subsequent to April 2014, the Company briefly operated on a month to month lease with Volusia County, to allow the removal of certain owned assets and finished product from the site as approved by the County. The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $-0- and $15,000, respectively.

In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC, for a five year lease term beginning June 1, 2014 and a monthly payment of $10,000. More details can be found in Note 4 Capital Lease.

For the year ended December 31, 2015 and 2014, the Company paid a total of $26,400 and $19,800, respectively, recorded as rent in selling, general and administrative expense, on behalf of the Chief Executive Officer. No future commitment exists in any succeeding years as the residential building lease is not in the name of the Company, however the Company expects to pay $22,000 in 2016 through the lease term maturing October 31, 2016.

In September 2014, the Company entered into an operating lease with Caterpillar Financial for operating equipment at its Bradley, Florida location. The lease term is for three years beginning October 2014 and a monthly payment of approximately $3,200. The total minimum rental commitment for the year ending December 31, 2016 is $37,900 and for the year ending December 31, 2017 is $28,400. The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $37,900 and $12,600, respectively.

For all of the Company’s operating leases, the total rental expense included in the statements of operations for the years ended December 31, 2015 and 2014 is $123,300 and $122,700, respectively.

The following is a schedule by years of future minimum payments required for all of the Company’s operating leases as of December 31, 2015:

amount

2016

 37,900

2017

 28,400

2018

 -

2019

 -

2020

 -

Total minimum lease payments

$ 66,300

Management believes that all of the Company’s properties are adequately covered by insurance.

The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect, if any, current and future regulations may have on the operations of the Company.

From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business. Certain unsecured creditors have brought civil action against the Company related to nonpayment. The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

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Note 6. New Accounting Standards
6 Months Ended

Jun. 30, 2016

Notes

Note 6. New Accounting Standards
Note 6. New Accounting Standards

In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2019-09"), which includes multiple amendments intended to simplify aspects of share-based payment accounting. ASU 2016-09 will be effective for annual reporting periods beginning after December 15, 2016, and early adoption is permitted. Amendments to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, and forfeitures will be applied using a modified retrospective transition method through a cumulative-effect adjustment to equity as of the beginning of the period of adoption. Amendments to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement will be applied retrospectively, and amendments requiring the recognition of excess tax benefits and tax deficiencies in the income statement are to be applied prospectively. The Company is currently evaluating the impact that the standard will have on our consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”)¸which requires that all leases with a term of more than one year, covering leased assets such as real estate and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. ASU 2016-02 is effective for fiscal years fiscal years and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. ASU 2015-17 is effective for fiscal years and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern and provide related disclosures. ASU 2014-15 is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides for a single five-step model to be applied to all revenue contracts with customers. The new guidance also requires additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Entities can use either a retrospective approach or a cumulative effect adjustment approach to implement the guidance. In 2015, the FASB issued a deferral of the effective date of the guidance to 2018, with early adoption permitted in 2017. In 2016, the FASB issued ASU 2016-08, ASU 2016-10 and ASU 2016-12 as amendments to ASU 2014-09 to clarify the implementation guidance for: 1) principal versus agent considerations, 2) identifying performance obligations, 3) the accounting for licenses of intellectual property, and 4) narrow scope improvements on assessing collectability, presentation of sales taxes, non-cash consideration and completed contracts and contract modifications at transition. The Company is currently evaluating the impact of the provisions of this standard on our consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We adopted this guidance effective January 1, 2016 and have reclassified $14,962 of unamortized debt issuance costs within the short-term convertible notes, net of discount line on the balance sheet. The prior period unamortized debt issuance costs in the amount of $9,382 have been reclassified to conform to the current period presentation.

A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, the implementation of such proposed standards would have on the Company’s consolidated financial statements.

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Note 7. Segment Information
6 Months Ended

Jun. 30, 2016

Notes

Note 7. Segment Information
Note 7. Segment Information

The Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources. The chief operating decision maker is the Chief Executive Officer.

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Note 8. Revenue and Major Customers
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Concentration Risk, Customers
Note 8. Revenue and Major Customers

For the six months ended June 30, 2016 and 2015, the Company’s largest customer accounted for approximately 43% and 34% of our revenues, respectively, and approximately 24% for each of the three months ended June 30, 2016 and 2015. For the six months ended June 30, 2016 and 2015, the top three customers accounted summarily for approximately 84% and 80%, respectively, and 55% and 65% for the three months ended June 30, 2016 and 2015, respectively, of the Company’s revenues. The accounts receivable balance due (which are unsecured) for these three customers at June 30, 2016 was approximately $7,800, or 52% of the accounts receivable balance.

 Customers who accounted for more than 10% of the Company’s revenue for the six months ended June 30, 2016 were: Altamonte Springs, Florida ($107,700) and Jacksonville (Fla) Electric Authority ($55,900). Customers who accounted for more than 10% of the Company’s revenue for the six months ended June 30, 2015 were: Jacksonville (Fla) Electric Authority ($228,800), Altamonte Springs, Florida ($184,300) and Merrell Brothers, (Fla) Inc. ($129,200).

 Customers who accounted for more than 10% of the Company’s revenue for the three months ended June 30, 2016 were: Dan Viro Israel ($12,300); Jacksonville (Fla) Electric Authority ($9,300) and Kicking Tires (Fla) Ranch ($6,900). Customers who accounted for more than 10% of the Company’s revenue for the three months ended June 30, 2015 were: Altamonte Springs, Florida ($78,000); Jacksonville (Fla) Electric Authority ($76,800); Merrell Brothers, (Fla) Inc. ($58,000) and Indiantown, Florida ($56,200).

The Company’s sludge processing agreement with Altamonte Springs, which was its largest customer in 2014, it’s second largest in 2015 and its largest in both the first quarter and year to date 2016 revenue, was not renewed effective April 2016 and therefore did not contribute any revenue during the second quarter. The Company’s failure to renew that agreement had a material adverse effect on its business, financial conditions and results of operations. Beginning in March 2014, the Company’s operations in Florida were voluntarily delayed for a short time while the Company moved assets and personnel to a new site in Bradley, Florida. While operations subsequently resumed, this reduction in revenue has materially reduced available cash to fund current or prior expenses incurred, remained at this lower level and then further decreased over subsequent periods to date. Total revenue for the second quarter of 2016 was approximately $51,000, an 84% decrease from the same period in 2015 and a 74% decrease from the first quarter of 2016.

A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees. Some of these contracts provide for termination of the contract by the customer after giving relatively short notice. In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts. If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

For the years ended December 31, 2015 and 2014, the Company’s largest customer accounted for approximately 31% and 22% of our revenues, respectively. The Company’s sludge processing agreement with Toho Water Authority, which was also its largest customer for the years 2011 through 2013, was not renewed at the beginning of 2014. The Company’s failure to renew that agreement has had a material adverse effect on its business, financial conditions and results of operations. For the years ended December 31, 2015 and 2014, the top three customers accounted for approximately 74% and 50%, respectively, of the Company’s revenues. The accounts receivable balance due (which are unsecured) for these three customers at December 31, 2015 and 2014 was approximately $69,000 and $99,000, respectively.

Customers who accounted for more than 10% of the Company’s revenue for the year ended December 31, 2015 were: Jacksonville (Fla) Electric Authority ($362,000); Altamonte Springs, Florida ($343,000); Merrell Brothers, Inc. ($178,000) and Indiantown, Florida ($122,000). Customers who accounted for more than 10% of the Company’s revenue for the year ended December 31, 2014 were: Altamonte Springs, Florida ($289,000); Jacksonville (Fla) Electric Authority ($235,000) and Cedar Bay (Fla) Cogenerating Co., LP ($138,000).

Beginning in March 2014, the Company’s operations in Florida were voluntarily delayed for a short time while the Company moved assets and personnel to a new site in Bradley, Florida. While operations resumed in Bradley in June 2014, this reduction in revenue, while temporary, has materially reduced available cash to fund current or prior expenses incurred. The Company’s sludge processing agreement with Altamonte Springs, which was its largest customer in 2014 and its second largest customer in 2015, representing approximately 29% of Company revenues, was not renewed effective April 2016. The Company’s failure to renew that agreement may have a material adverse effect on its business, financial conditions and results of operations.

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Note 9. Basic and Diluted Loss Per Share
6 Months Ended

Jun. 30, 2016

Notes

Note 9. Basic and Diluted Loss Per Share
Note 9. Basic and diluted loss per share

Basic and diluted loss per share is computed using the treasury stock method for outstanding stock options and warrants. For both the six months and three months ended June 30, 2016 and 2015 the Company incurred a net loss. Accordingly, no stock options or warrants have been included in the computation of diluted loss per share as the impact would be anti-dilutive.

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Note 10. Common Stock
6 Months Ended

Jun. 30, 2016

Notes

Note 10. Common Stock
Note 10. Common Stock

In October 2012, the Company issued 300,000 shares of common stock and granted 150,000 stock warrants to Strategic Asset Management, Inc., to extend the period through December 2015 of services performed in connection with a December 2010 Financial Public Relations Agreement. To reflect the entire value of the stock and warrants issued, the Company recorded a non-cash charge to earnings of $421,300 ratably from 2013 to 2015. For the six months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $125,200, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $91,100, respectively.

In September 2014, the Company executed a Financial Public Relations Agreement with Dynasty Wealth, Inc., for a one year term. For its services, the Company issued Dynasty Wealth 350,000 warrants to purchase the Company's unregistered common stock at an exercise price of $1.50 per share, and $10,000 per month, to be paid in either cash or shares of the Company’s unregistered common stock at the Company’s discretion. To reflect the entire value of the warrants issued, the Company recorded a non-cash charge to earnings of $460,700 ratably through September 14, 2015, the ending date of the agreement. For the six months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $290,400, respectively, of which the non-cash portion of the agreement was approximately $-0- and $230,400, respectively. For the three months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was approximately $-0- and $145,200, respectively, of which the non-cash portion of the agreement was approximately $-0- and $115,200, respectively. In the third quarter of 2015, the Company notified Dynasty that it was not renewing its contract.

In November 2014, the Company executed a Public Relations Agreement with Global IR Group, Inc., for a one year term. For its services, the Company issued Global IR 100,000 shares of the Company’s unregistered common stock. To reflect the entire value of the stock issued, the Company was recording a non-cash charge to earnings of $165,000 ratably through November 2015, the original ending date of the agreement. For the six months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $146,200, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was approximately $-0- and $105,000, respectively. In the third quarter of 2015, the Company notified Global IR that it was not renewing its contract.

In July 2015, the Company executed a Public Relations Agreement with Financial Genetics, LLC, for a one year term. For its services, the Company issued Financial Genetics 100,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $100,000 ratably through July 2016, the ending date of the agreement. For the six months ended June 30, 2016 and 2015, the charge to earnings was $50,000 and $-0-, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was $25,000 and $-0-, respectively.

In March 2016, the Company entered into an initial one (1) year agreement with Arrowroot Partners, LLC (“Arrowroot”), to assist in obtaining equity or debt financing for the Company. The Company issued 15,460 shares of its unregistered common stock, valued at $15,000, to Arrowroot as a non-refundable restricted equity share retainer fee, which can be applied toward future financing fees in connection with any placements. A cash fee of 8% of the gross proceeds and a warrant fee of 8% of the number of shares placed, in addition to preapproved expenses, will be paid to Arrowroot for its services if they are successful in obtaining debt or equity financing.

In late March 2016, the Company executed a two week preliminary public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 50,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $43,000 ratably between March and April 2016, the ending date of the agreement. For the six months ended June 30, 2016 and 2015, the charge to earnings was $43,000 and $-0-, respectively. For the three months ended June 30, 2016 and 2015, the charge to earnings was $9,214 and $-0-, respectively.

In March 2016, the Company issued a total of 4,652 shares of unregistered common stock, valued at a total of $4,000, to four independent directors in lieu of cash owed for a board meeting attended. To reflect the value of the stock issued, the Company recorded a charge to earnings totaling $4,000 in the first quarter of 2016.

In April 2016, the Company entered into a share purchase agreement with a Purchaser pursuant to which the Company sold 100,000 shares of its common stock (the “Shares”) to the Purchaser for a total of $100,000, or a purchase price of $1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering.

In June 2016, the Company executed a four month financial and investor relations agreement with Triumph Investor Relations, Inc., (“Triumph”). For the services rendered the Company issued Triumph 75,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company is recording a non-cash charge to earnings of $72,750 ratably between June and September 2016, the ending date of the agreement. For the three months ended June 30, 2016 and 2015, the charge to earnings was $18,188 and $-0-, respectively.

In late June 2016, the Company executed a three month public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 325,000 shares of the Company’s unregistered common stock, and $91,667 per month, to be paid in either cash or shares of the Company’s unregistered common stock, with the type of payment to be agreed upon between M&T and the Company. To reflect the entire value of the Agreement, the Company is recording a charge to earnings of $567,500 ratably between June and September 2016, the ending date of the agreement, with the non-cash portion of the agreement valued at $292,500. For the both the six months and three months ended June 30, 2016 and 2015 the charge to earnings for the entire agreement was $18,705 and $-0-, respectively, of which the non-cash portion of the agreement was $9,538 and $-0-, respectively.

In all of the issuances contained in this Note 10, the value of stock issued was determined based on the trading price of the shares on the commitment date of the agreement and any warrants issued were valued using the Black Scholes valuation model as of the commitment date – for more details see Note 12.

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The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
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Note 11. Stock Options
6 Months Ended

Jun. 30, 2016

Notes

Note 11. Stock Options
Note 11. Stock Options

The Company records share-based compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected option term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.

The following assumptions were used to estimate the fair value of options granted:

Six Months Ended June 30,

2016

2015

Expected dividend yield

 0.0%

 0.0%

Weighted average volatility

 282.3%

 288.1%

Risk free interest rate

1.3 – 1.4%

1.9%

Expected term (in years)

7

7

The Company has a stock option plan approved in May 2004, amended in June 2008 and again in August 2009 (the “2004 Plan”), for directors and key employees under which 2,500,000 shares of common stock could have been issued. No other shares can be issued from the 2004 Plan, and approximately 1,588,000 options are outstanding as of June 30, 2016. All stock options granted were fully vested and expensed and therefore there no compensation expense was recorded related to the 2004 Plan for each of the six or three months ended June 30, 2016 and 2015.

The Company has a stock option plan approved in July 2010 (the “2010 Plan”), for directors and key employees under which 5,000,000 shares of common stock may be issued. Non-director stock option agreements, unless otherwise stated in the agreement, are 20% vested on the date of grant, with the balance vesting 20% per year over the next four years.

The Company grants stock options to its independent directors as compensation for services performed, currently for board and committee meetings attended. All director options granted are for a period of ten years from the date of issuance and vest six (6) months from the issuance date.

The Company granted a total of 36,000 new stock options to directors with exercise prices ranging from $0.77 to $0.92 per share during the six months ended June 30, 2016. Total compensation expense was $30,100 and $67,300 for the six months ended June 30, 2016 and 2015, respectively, and $14,300 and $21,500 for the three months ended June 30, 2016 and 2015, respectively. Approximately 1,079,000 options are outstanding as of June 30, 2016.

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Note 12. Stock Warrants
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Schedule of Stock Warrants, Activity
Note 12. Stock Warrants

The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

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Six Months Ended June 30,

2016

2015

Expected dividend yield

 0.0%

 0.0%

Weighted average volatility

 282.3%

 288.1%

Risk free interest rate

1.3 – 1.4%

1.9%

Expected term (in years)

7

7

In April 2016, the Company issued 50,000 warrants in connection with a share purchase agreement for the sale of 100,000 shares of the Company’s stock. More details can be found in Note 10, Common Stock.

In June 2016, the Company issued a total of 476,000 warrants to two parties in connection with the debt financing with JMJ Financial. More details can be found in Note 3, Notes Payable.

Approximately 3,210,000 warrants are eligible for exercise at a weighted average exercise price of $1.04 per warrant, as of June 30, 2016.

2015

2014

Warrants (Underlying Shares)

Weighted Average Exercise Price

Warrants (Underlying Shares)

Weighted Average Exercise Price

Outstanding, beginning of year

2,624,142

$1.04

1,849,585

$1.04

Granted

78,000

$1.50

1,049,566

$0.96

Exercised

22,400

$1.00

250,009

$0.65

Forfeited/expired during the year

0

$0

25,000

$1.00

Outstanding, end of year

2,679,742

$1.06

2,624,142

$1.04

Eligible for exercise at end of year

2,679,742

$1.06

2,624,142

$1.04

Weighted average fair value per warrant for warrants granted during the year

$1.50

$0.96

Share Reserves for Outstanding Warrants

2,679,742

2,624,142

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Note 13. Income Tax
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Note 9. Income Tax Matters
Note 13. Income Tax

For both the six and three months ended June 30, 2016 and 2015, we are fully reserving our deferred tax asset value to zero as we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses. Accordingly, our effective tax rate for each period was -0-%.

Note 9. Income Tax Matters

The composition of the deferred tax assets and liabilities at December 31, 2015 and 2014 is as follows:

2015

2014

Gross deferred tax liabilities:

Property and equipment and intangible assets

0

(68,700)

Gross deferred tax assets:

Loss carryforwards

6,465,100

6,016,600

Property and equipment and intangible assets

55,600

0

Pension plan withdrawal exp in excess of payments

138,700

132,400

Stock options and warrants

1,593,900

1,396,100

Subsidiary acquisition basis step up

21,400

42,800

Allowance for doubtful accounts

11,200

34,400

Deferred compensation and unpaid salaries

86,900

95,800

Litigation settlement - non-cash portion

54,500

54,500

Other

100

400

Less valuation allowance

(8,427,400)

(7,704,300)

0

0

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, 2015 and 2014 and are as follows:

2015

2014

Provision at statutory rate

(773,200)

(598,500)

(Decrease) increase in income taxes resulting from:

Change in valuation allowance

723,100

587,500

Penalties

49,400

8,100

Other

700

2,900

$0

$0

For the years ended December 31, 2015 and 2014, we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses. Accordingly, our effective tax rate for each period was zero. The net operating losses available at December 31, 2015 to offset future taxable income total approximately $19,000,000 and expire principally in years 2018 - 2035.

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Note 14. Gain On Extinguishment of Liabilities
6 Months Ended

Jun. 30, 2016

Notes

Note 14. Gain On Extinguishment of Liabilities
Note 14. Gain on extinguishment of liabilities

The Gain on extinguishment of liabilities of $107,870 in the Condensed Consolidated Statements of Operations for both the six and three months ended June 30, 2016 was from the settlement of a liability due the County of Volusia, Florida (the “County”), the Company’s landlord before relocating to its present location in Bradley, Florida, which was approved by the County in April 2016. For a full and total release of its legal and financial obligations to the County, it agreed to a total payment of $25,000 to be paid in five (5) installments of $5,000 from May through September 2016. The Company is at present current in its payment obligation to the County.

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Note 15. Supplemental Disclosure of Cash Flows Information
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Supplemental Disclosure of Non-cash Operating, Investing and Financing Activities, Policy
Note 15. Supplemental Disclosure of Cash Flows Information

The cash paid for interest during the six months ended June 30, 2016 and 2015 was $107,509 and $61,471, respectively.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $292,500 as part of a consulting contract.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $72,750 as part of a consulting contract.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $43,000 as part of a consulting contract.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $15,000 as part of a convertible debt agreement.

During the six months ended June 30, 2015, the Company issued common stock with a fair value of $91,260 as part of a conversion of debentures.

During the six months ended June 30, 2015, the Company issued common stock with a fair value of $54,107 for the payment of accrued rent.

P. Supplemental Disclosure of Non-Cash Operating, Investing and Financing Activities:

2015

2014

Deemed dividend on extension of stock warrants

$ 395,224

$ 502,890

Financial Genetics - value of stock issued on consulting agreement

 100,000

 0

Conversions of convertible debentures to common stock

 91,260

 0

Value of stock issued for payment of accrued rent

 54,107

 0

Dynasty Wealth, Inc. - value of warrants issued on consulting agreement

 0

 460,700

Bowling Green Holdings, LLC - capital lease

 0

 420,346

Global IR Group - value of stock issued on consulting agreement

 0

 165,000

Conversions of promissory note debt to common stock

 0

 55,000

Proceeds from sale of property and equipment recorded as Receivable, net – Other

 0

 51,889

$ 640,591

$ 1,655,825

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Note 16. Subsequent Events
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Note 10. Subsequent Events
Note 16. Subsequent Events

In July 2016, the Company issued a total of 3,192 shares of unregistered common stock, valued at a total of $3,000, to three independent directors in lieu of cash owed for a board meeting attended, and the Company expects to record a charge to earnings totaling $3,000 in the third quarter of 2016.

On July 25, 2016, the Company filed an S-1 Registration Statement with the Securities and Exchange Commission. See Note 3 Notes Payable for further details on the Form S-1 Registration Statement filed subsequent to and in conjunction with the convertible debt agreement with JMJ Financial executed in June 2016.

In late July and August 2016, JMJ Financial was issued a total of 70,000 registered shares of stock to convert $27,915 of debt the Company owed JMJ, per their January 2016 convertible debt agreement with the Company. See Note 3 Notes Payable for further details of this agreement.

In August 2016, the Company executed a twelve month financial, investor and public relations consulting agreement with Wilson Nixon (“Nixon”). For the services rendered the Company issued Nixon 200,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company expects to record a non-cash charge to earnings of $150,000 ratably between August 2016 and July 2017, the ending date of the agreement.

Note 10. Subsequent Events

On January 15, 2016, the Company entered into an agreement with JMJ Financial (“JMJ”), to issue a Convertible Promissory Note (“JMJ Note”) to the Company for $100,000 in cash, less $6,950 in fees paid to Craft Capital Management, LLC (“Craft”). Craft also received 4,000 stock warrants to purchase common stock of the Company at an exercise price of $1.00 per share. The JMJ Note is for a term of two (2) years, an interest rate of 12% if not paid within the first 90 days, and a 10% original issue discount fee on actual payments made. After 2016-07-15, JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In January21, 2016, the Company accepted a Promissory Note (the “Limited Note Receivable”) for $100,000 from N-Viro Energy Limited (“Ltd”), and concurrently advanced Ltd $55,000 cash for expenses in connection with its China project. The Note Receivable is due April 15, 2016 at a stated interest rate of 5% per annum.

On 2016-03-04, the Company entered into an agreement with Tangiers Investment Group, LLC (“Tangiers”), to issue a 10% Convertible Promissory Note (“Tangiers Note”) to us for $58,500 in cash, less $8,500 in original issue discount retained by Tangiers for due diligence and legal expenses. The Tangiers Note is for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the March 2016 effective date. At any time Tangiers can elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In March 31 2016, the Company entered into an initial one (1) year agreement with Arrowroot Partners, LLC (“Arrowroot”), to assist in obtaining equity or debt financing for the Company. The Company issued 15,460 shares of its unregistered common stock, valued at $15,000, to Arrowroot as a non-refundable restricted equity share retainer fee, which can be applied toward future financing fees in connection with any placements. A cash fee of 8% of the gross proceeds and a warrant fee of 8% of the number of shares placed, in addition to preapproved expenses, will be paid to Arrowroot for its services.

In March 2016, the Company executed a two week preliminary public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 50,000 shares of the Company’s unregistered common stock, valued at approximately $43,000.

In April 2016, the Company entered into a share purchase agreement with a Purchaser pursuant to which the Company sold 100,000 shares of its common stock (the “Shares”) to the Purchaser for a total of $100,000, or a purchase price of $1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

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Note 1. Operations and Summary of Significant Accounting Policies
12 Months Ended

Dec. 31, 2015

Notes

Note 1. Operations and Summary of Significant Accounting Policies
Note 1. Operations and Summary of Significant Accounting Policies

The following is a summary of certain accounting policies followed in the preparation of these financial statements. The policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements:

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 produced by the cement, lime, electric utilities and other industries. Revenue and the related accounts receivable are due from companies acting as independent agents or licensees, principally municipalities.

B. Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

D. Going Concern - The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of approximately $2,026,000 at December 31, 2015, and has incurred recurring losses and negative cash flow from operations for the years ended December 31, 2015 and 2014. Moreover, while the Company expects to arrange for financing with lending institutions, there can be no assurances that the Company will have the ability to do so.

The Company has borrowed money from third parties and related parties and expects to be able to generate future cash from the exercise of common stock warrants, new debt and equity issuances. The Company has substantially slowed payments to trade vendors, and have renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables. In 2013, 2014 and again in 2015 the Company modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014. In October 2015, the Company extended the expiration date of all outstanding warrants for exactly one year. Beginning in March 2014, our operations in Volusia County, Florida, which at the time now represented substantially all revenue, were voluntarily delayed while the Company employed additional personnel and moved assets to its new site in Bradley, Florida. While operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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

Restricted cash consists of one certificate of deposit and corresponding accrued interest which was held as collateral with a performance bond on behalf of one of the Company’s licensees at December 31, 2014. The restricted cash performance bond was released by the Company’s licensee due to the completion of the contract period in September 2015.

F. Accounts Receivable – The Company extends unsecured credit to customers under normal trade agreements, which require payment within 30 days. Accounts greater than 90 days past due amounted to $326 and $99,179 of receivables for the years ended December 31, 2015 and 2014, respectively. The Company's policy is not to accrue and record interest income on past due trade receivables. The Company does bill the customer finance charges on past due accounts and records the interest income when collected.

Credit is generally granted on an unsecured basis. Periodic credit evaluations of customers are conducted and appropriate allowances are established.

Management estimates an allowance for doubtful accounts, which was $32,847 at December 31, 2015 and $116,260 at December 31, 2014. The estimate is based upon management’s review of delinquent accounts and an assessment of the Company’s historical evidence of collections.

G. Property and Equipment – Property, machinery and equipment are stated at cost less accumulated depreciation. Depreciation has been computed primarily by the straight-line method over the estimated useful lives of the assets. Generally, useful lives are five to fifteen years. Leasehold improvements are capitalized and amortized over the lesser of the term of the lease or the estimated useful life of the asset. Depreciation expense amounted to $225,613 and $179,743 in 2015 and 2014, respectively.

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. During 2015, the Company determined the fair value of property and equipment was less than the carrying amount reflected on the balance sheet, and recorded a non-cash impairment charge of $304,936 to reduce the carrying value of these assets to their estimated fair value of $188,300. Fair values of the property and equipment were estimated using a market approach, considering the estimated fair values of other comparable property and equipment (Level 3 inputs).

In May 2015 the Company lost their energy partner to develop their N-Viro Fuel^TM technology in the state of Pennsylvania. Management intends to move the equipment related to this production technology to other states and find new partners to develop it, however their ability to do so and the ability to generate cash flows from this venture is uncertain as of December 31, 2015. Additionally, their current operations in the state of Florida have resulted in declining revenues and negative cash flows from operations. The declines in revenues and operating cash flows, the loss of their energy partner and the inability of the Company to generate sufficient operating cash flows have led to the impairment of property and equipment to fair value in the fourth quarter of 2015.

H. Intangible Assets – Intangible assets are comprised of patent costs, territory rights and customer licenses/contracts amortized on a straight line basis over their estimated useful lives (ranging from 18 months to 17 years). Amortization expense amounted to $-0- in 2015 and $7,941 in 2014.

During 2014, the Company determined the fair value of the intangible assets were less than the amount reflected in the balance sheet, and recorded a non-cash impairment charge of $42,653 to reduce the carrying value of these assets to their estimated fair value of zero. The reason for the impairment of intangible assets in the third quarter of 2014 was primarily due to declines in revenue associated with these assets.

I. Equity Method Investment – During the year ended December 31, 2014, the Company entered into a subscription agreement with N-Viro Energy Limited representing an approximately 45% interest in the class C voting shares. The Company’s 2014 loss includes a loss of $10,000 related to the operations of N-Viro Energy Limited. The loss reduced the Company’s investment in N-Viro Limited to zero and, as a result, the Company discontinued applying the equity method. The Company will resume application of the equity method only after its share of future earnings of N-Viro Energy Limited are sufficient to recover its share of unrecognized losses during the period the equity method was suspended. The Company has no obligation to fund future operations of N-Viro Energy Limited.

J. Revenue Recognition – 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 management service revenue and N-Viro Soil^TM revenue are recognized upon shipment.

K. Loss Per Common Share – Loss per common share has been computed on the basis of the weighted-average number of common shares outstanding during each period presented. For the years ended December 31, 2015 and 2014, the effects of 2,640,231 and 2,615,231 stock options outstanding, respectively, 2,679,742 and 2,624,142 warrants to purchase common stock, respectively, and, debentures that are convertible to 182,500 and 227,500 shares of common stock, respectively, are excluded from the diluted per share calculation because they would be antidilutive.

L. Stock Options – The Company records share-based compensation expense using a fair-value based method of measurement that results in compensation costs for essentially all awards of stock-based compensation. Compensation costs are recognized over the requisite period or periods that services are rendered.

M. Stock Warrants – The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

N. New Accounting Standards – The Financial Accounting Standards Board, or FASB, has issued the following new accounting and interpretations, which may be applicable in the future to us:

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”)¸which requires that all leases with a term of more than one year, covering leased assets such as real estate and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. ASU 2016-02 is effective for fiscal years fiscal years and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. ASU 2015-17 is effective for fiscal years and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern and provide related disclosures. ASU 2014-15 is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under GAAP. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" (“ASU 2015-14”), which delayed the effective date by one year. As a result, the standard is effective for us for fiscal and interim periods beginning January 1, 2018 and allows for full retrospective or modified retrospective methods of adoption. The Company is currently evaluating the impact of the provisions of this standard on our consolidated financial statements.

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

The accounting for uncertain tax positions requires the Company to evaluate each income tax position using a two step process which includes a determination as to whether it is more likely than not that the income tax position will be sustained, based upon technical merit and upon examination by the taxing authorities. At December 31, 2015 and 2014, there were no uncertain tax positions that required accrual. None of the Company’s federal or state income tax returns are currently under examination by the Internal Revenue Service (“IRS”) or state authorities. However, fiscal years 2012 and later remain subject to examination by the IRS and respective states.

P. Supplemental Disclosure of Non-Cash Operating, Investing and Financing Activities:

2015

2014

Deemed dividend on extension of stock warrants

$ 395,224

$ 502,890

Financial Genetics - value of stock issued on consulting agreement

 100,000

 0

Conversions of convertible debentures to common stock

 91,260

 0

Value of stock issued for payment of accrued rent

 54,107

 0

Dynasty Wealth, Inc. - value of warrants issued on consulting agreement

 0

 460,700

Bowling Green Holdings, LLC - capital lease

 0

 420,346

Global IR Group - value of stock issued on consulting agreement

 0

 165,000

Conversions of promissory note debt to common stock

 0

 55,000

Proceeds from sale of property and equipment recorded as Receivable, net – Other

 0

 51,889

$ 640,591

$ 1,655,825

Q. Segment Information – During 2015, the Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources. The chief operating decision maker is the Chief Executive Officer.

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Note 2. Balance Sheet Data
12 Months Ended

Dec. 31, 2015

Notes

Note 2. Balance Sheet Data
Note 2. Balance Sheet Data

Property and equipment:

2015

2014

Buildings and leasehold improvements

$476,603

$452,362

Equipment

1,162,779

2,280,636

Equipment - idle

213,429

0

Furniture, fixtures and computers

55,383

57,503

1,908,194

2,790,501

Less accumulated depreciation

1,415,218

1,791,649

Totals

$492,976

$998,852

Deferred costs:

Between October 2012 and July 2015, the Company engaged five separate firms to provide various consulting services to the Company, primarily financial consulting and public relations. The payment for these services was paid in stock, stock warrants and cash. During this time period, the Company issued 650,000 unregistered shares of the Company’s stock and 650,000 warrants to purchase the Company’s stock at an average price of $1.38. The value of stock issued was determined based on the trading price of the shares on the commitment date of the agreement and the warrants were valued using the Black Scholes valuation model as of the commitment date. The total value assigned to these agreements was $1,634,900 which is being amortized over the life of the respective consulting contracts. The contractual maturity dates of these agreements range from March 2014 through July 2016, of which, certain agreements were terminated early. The early termination of the agreements resulted in accelerated amortization of the expense in the period the contract was terminated.

Total expense related to these agreements for the years ended December 31, 2015 and 2014 was $728,500 and $446,800 of which $85,000 and $35,000 was payable in cash.

The following is a summary of Deferred costs – stock and warrants issued for services as of December 31:

2015

2014

Deferred costs - Financial Genetics, LLC, less accumulated amortization (2015 - $45,833)

$54,167

$0

Deferred costs - Strategic Asset Management, Inc., less accumulated amortization (2015 - $1,011,500; 2014 - $886,249)

0

125,251

Deferred costs - Dynasty Wealth, Inc., less accumulated amortization (2015 - $460,700; 2014 - $134,371)

0

326,329

Deferred costs - Global IR Group, Inc., less accumulated amortization (2015 - $165,000; 2014 - $18,792)

0

146,208

$54,167

$597,788

Accrued liabilities:

2015

2014

Accrued payroll and employee benefits

$95,125

$157,456

Deferred compensation payable

160,670

124,306

Interest payable

63,830

38,445

$319,625

$320,207

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Note 3. Pledged Assets and Long-term Debt
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Note 3. Pledged Assets and Long-term Debt
Note 3. Notes Payable

In 2011 the Company borrowed $200,000 with a Promissory Note (“the Note”) payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Company’s President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment. Timothy Kasmoch has personally guaranteed the repayment of this Note. As of June 30, 2016 the Note was past due and the Company is in default. The Company expects to extend the Note in the near future and pay it in full in 2016, although there can be no assurance the Company will have adequate cash flow to allow for any additional payments or that the maturity date will be extended. In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note as well as defaulted payments under the related BGH capital lease discussed in Note 4, along with additional accrued interest and penalties. At June 30, 2016 and December 31, 2015 the Company accrued a total of $154,340 and $95,780, respectively, in estimated interest and penalties, recorded in accrued interest and accounts payable. The Company is in negotiations with counsel and David and Edna Kasmoch to resolve this default, although there can be no assurance these negotiations will be successful.

In 2012 the Company received a Notice and Demand of Payment Withdrawal Liability from Central States Southeast and Southwest Areas Pension Fund (the “Notice”), the pension trustee that was funded by the Company for the benefit of its former employees at its City of Toledo operation. In December 2013, the Company received a Notice of Default from Central States, and in September 2014 the Company agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with payments of $6,000 per month for the first twelve months and $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016. Concurrently a separate security agreement was agreed on, effectively securing all of the Company’s assets and future rights to assets. As of the date of this filing, the Company is not in compliance with the new settlement agreement, as the remaining two payments of $10,000 as well as the balloon payment are overdue. In an event of default, the Company becomes liable for liquidating damages to Central States in the amount of $78,965. This liability has been added to the total amount owed under this agreement. The amount owed under this agreement was $417,842 as of June 30, 2016 and $408,031 as of December 31, 2015, respectively.

In 2009 the Company approved an offering of up to $1,000,000 of Convertible Debentures (the “Debentures”), convertible at any time into our unregistered common stock at $2.00 per share. The Debentures were issuable in $5,000 denominations, are unsecured and have a stated interest rate of 8%, payable quarterly to holders of record. As of June 30, 2013, the Company held $455,000 of Debentures, but defaulted and did not pay the holders the principal amount due, all of which became due. During 2015, two of the Company’s debenture holders converted their respective debt to restricted shares of the Company’s common stock, reducing the amount of Debentures that remain outstanding and in default at June 30, 2016 to $365,000. The Company continues to accrue interest on the principal amount at the rate set forth in the Debentures until the principal amount is paid in full. The Company has not made the interest payments due in October 2015 or those due in January, April and July of 2016. The Company expects to pay all accrued interest due and the principal amount to all outstanding holders of the Debentures after completing substitute financial arrangements, though there can be no assurance of the timing of receipt of these funds and amounts available from these substitute arrangements.

In October 2015, the Company financed its directors and officers insurance and borrowed $30,100 over 10 months at 9% interest, with monthly payments of $3,136 and the note is unsecured. The amount owed on this note as of June 30, 2016 was $9,337.

In December 2015, the Company entered into an agreement with JSJ Investments, Inc. (“JSJ”) to issue a convertible promissory note (“JSJ Note”) to the Company for $125,000 in cash, less $10,000 in fees paid in debt issuance costs to a third party. The JSJ Note was for a term of nine (9) month, an interest rate of 10%, and a $4,000 original issue discount fee on actual payments made. JSJ could elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the JSJ Note was determined to be a beneficial conversion feature and was recorded as a debt discount at a fair value of $83,000 at the time of issuance, and was subsequently amortized to interest expense ratably over the term outstanding. As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the JSJ Note was retired in late June 2016 for a total payment of approximately $190,300, including accrued interest and $62,500 in an early prepayment premium.

In January 2016, the Company entered into an agreement with JMJ Financial (“JMJ”), to issue a Convertible Promissory Note (“JMJ Note”) to the Company for $500,000, with an initial loan of $100,000 in cash, less $6,950 in debt issuance costs paid to Craft Capital Management, LLC (“Craft”). Craft also received 4,000 stock warrants, valued at $3,000, to purchase unregistered common stock of the Company at an exercise price of $1.00 per share. The JMJ Note is for a term of two (2) years, an interest rate of 12% if not paid within the first 90 days, and a 10% original issue discount fee on actual payments made. After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the JMJ Note was determined to be a beneficial conversion feature and was recorded as a debt discount at fair value of $67,000. This debt discount is being amortized to interest expense ratably over the two year note term. The total amount owed on the JMJ Note was $100,000 and the gross discount was $57,920, including net debt issuance costs of $7,670, as of June 30, 2016. The carrying amount on the JMJ Note was $42,080 as of June 30, 2016, and is classified as long-term debt on the balance sheet.

In March 2016, the Company entered into an agreement with Tangiers Investment Group, LLC (“Tangiers”), to issue a 10% Convertible Promissory Note (“Tangiers Note”) to the Company for $58,500 in cash, less $8,500 in original issue discount retained by Tangiers for due diligence and legal expenses. The Tangiers Note was for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the March 2016 effective date. At any time Tangiers could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the Tangiers Note was determined to be a beneficial conversion feature, and was recorded as a debt discount at fair value of $39,000 at the time of issuance and subsequently amortized to interest expense ratably over the term outstanding. As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the Tangiers Note was retired in late June 2016 for a total payment of $81,900, including accrued interest and approximately $17,600 in an early prepayment premium.

In April 2016, the Company entered into an agreement with Tangiers Global, LLC (“Tangiers Global”), to issue a 10% Convertible Promissory Note (“Tangiers Global Note”) to the Company for $110,000 in cash, less $10,000 in original issue discount retained by Tangiers Global. The Tangiers Global Note was for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the April 2016 effective date. At any time Tangiers Global could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,400,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(2) as a transaction by an issuer not involving a public offering. The conversion feature of the Tangiers Global Note was determined to be a beneficial conversion feature, and was recorded as a debt discount at a fair value of $73,000 and subsequently amortized to interest expense ratably over the term outstanding. As a result of the June 2016 convertible note issued to JMJ Financial, explained later in this Note 3, the Tangiers Global Note was retired in late June 2016 for a total payment of $121,000, including a $11,000 early prepayment premium.

In June 2016, the Company entered into a second agreement with JMJ Financial (“JMJ”), to issue a convertible promissory note to JMJ (“JMJ Note #2”) in the principal amount of $585,000 in cash, less $60,000 in original issue discount retained by JMJ, less $31,500 in debt issuance costs paid to Craft Capital Management LLC. Craft also received 21,000 stock warrants, valued at $19,900, to purchase unregistered common stock of the Company at a purchase price of $1.00 per share. The JMJ Note #2 is due and payable on June 13, 2017 and is convertible at the lesser of $0.90 or 75% of the lowest trade price in the 25 trading days previous to the conversion date. The JMJ Note #2 is convertible at the sole option of JMJ. The Company has the right to repay up to 98% of the JMJ Note #2 after the effective date in an amount equal to 120% of the sum of the principal sum being repaid plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum or, alternatively, at any time on or before 180 days after the issuance date of the JMJ Note #2 to pay an amount equal to 140% of the sum of the principal sum being repaid, plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due of such principal sum. After 180 days after the issuance date of the JMJ Note #2, the Company may not prepay the note prior to the maturity date without the approval of JMJ. JMJ has the right in its sole discretion to require the Company to repurchase the JMJ Note #2 from JMJ at any time after the issuance date in an amount equal to 125% of the sum of the principal sum plus all accrued and unpaid interest, original issue discount, liquidated damages, fees and other amounts due on such principal sum. The Company was required to reserve 8,000,000 shares of common stock for potential conversion of the JMJ Note #2. The Company also agreed to file an S-1 Registration Statement (“S-1”) to register the resale of the shares of common stock issuable upon conversion of the JMJ Note #2 as well as the resale of 455,000 warrants issued to JMJ in connection with this transaction. The S-1 is required to include 5,000,000 shares of common stock for potential resale of the securities issuable upon conversion of the JMJ Note #2 and exercise of the warrants. The Registration Rights Agreement provides for a $50,000 penalty in the event the S-1 is not filed with the SEC on or before August 1, 2016 and a $25,000 penalty if the S-1 is not declared effective within 90 days of June 13, 2016. Exemption from registration is claimed under Section 4(2) of the Securities Act as transaction by an issuer not involving a public offering. The Company filed the S-1 on July 25, 2016, thus avoiding the $50,000 penalty, and as of the date of this filing the S-1 has not yet been declared effective. The conversion feature and attached warrants of the JMJ Note #2 were valued and determined to be beneficial. The fair value of the beneficial conversion feature and warrants were recorded as a debt discount at their relative fair values totaling $473,600. This debt discount is being amortized to interest expense ratably over the one year note term. The total amount owed on the JMJ Note #2 was $585,000 and the gross discount was $557,375, including an original issue discount of $57,167 and net debt issuance costs of $48,973, as of June 30, 2016. The carrying amount on the JMJ Note #2 was $27,625 as of June 30, 2016, and is classified as short-term debt on the balance sheet.

As of June 30, 2016, both of the outstanding convertible notes to JMJ Financial (collectively, “the JMJ Notes”) have no floor price but provide that unless otherwise agreed to in writing by the Company and JMJ, at no time will JMJ convert any amount of the JMJ Notes into common stock that would result in the investor owning more than 4.99% of the Company’s outstanding common stock. The Company has filed a Form S-1 Registration Statement to register 5,000,000 shares of common stock for resale, which includes 455,000 shares issuable upon exercise of warrants and up to 4,545,000 shares of common stock issuable upon conversion of the JMJ Notes in the aggregate principal amount of $685,000. As of the filing date of this Form 10-Q, said Registration Statement has not been declared effective by the Securities and Exchange Commission.

Note 3. Pledged Assets and Long-Term Debt

In 2011 the Company borrowed $200,000 with a Promissory Note (“the Note”) payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Company’s President and Chief Executive Officer, at 12% interest and prepaid for a period of three months, renewable for an additional three months by the prepayment of additional interest and secured by certain equipment. Timothy Kasmoch has personally guaranteed the repayment of this Note. As of December 31, 2015 the Note was past due and we are in default. The Company expects to extend the Note in the near future and pay it in full in 2016, although there can be no assurance the Company will have adequate cash flow to allow for any additional payments or that the maturity date will be extended. In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note, along with accrued interest and penalties. At December 31, 2015 the Company accrued a total of approximately $96,000 in estimated interest and penalties recorded in accrued interest and accounts payable. The Company is in negotiations with counsel and David and Edna Kasmoch to resolve this default, although there can be no assurance these negotiations will be successful.

In 2012 the Company received a Notice and Demand of Payment Withdrawal Liability from Central States Southeast and Southwest Areas Pension Fund (the “Notice”), the pension trustee that was funded by the Company for the benefit of its former employees at its City of Toledo operation. In December 2013, the Company received a Notice of Default from Central States, and in September 2014 the Company agreed to pay Central States a total of $415,000 plus interest on a financed settlement over 19 months, with payments of $6,000 per month for the first twelve months and $10,000 per month for the following six months, with a balloon payment of approximately $312,000 due on or before February 1, 2016. Concurrently a separate security agreement was agreed on, effectively securing all of the Company’s assets and future rights to assets. As of the date of this filing, the Company is not in compliance with the new settlement agreement, as the remaining three payments of $10,000 as well as the balloon payment are overdue. In an event of default, the Company becomes liable for liquidating damages to Central States in the amount of $78,965. This liability has been added to the total amount owed under this agreement. The amounts owed under this agreement were $408,031 and $389,389, respectively, as of December 31, 2015 and 2014.

In 2009 the Company approved an offering of up to $1,000,000 of Convertible Debentures (the “Debentures”), convertible at any time into our unregistered common stock at $2.00 per share. The Debentures were issuable in $5,000 denominations, are unsecured and have a stated interest rate of 8%, payable quarterly to holders of record.

As of June 30, 2013, the Company held $455,000 of Debentures, but defaulted and did not pay the holders the principal amount due, all of which became due. During 2015, two of the Company’s debenture holders converted a total of $91,260 in debt including accrued interest to 45,630 restricted shares of the Company’s common stock. This reduced the amount of Debentures that remain outstanding and in default at December 31, 2015 to $365,000. The Company continues to accrue interest on the principal amount at the rate set forth in the Debentures until the principal amount is paid in full. The Company has not made the interest payments due in October 2015 and January 2016, and do not expect to pay the April 2016 installment due by the time of this filing. The Company expects to pay all accrued interest due and the principal amount to all outstanding holders of the Debentures after completing substitute financial arrangements, though there can be no assurance of the timing of receipt of these funds and amounts available from these substitute arrangements.

The Company has previously borrowed to purchase processing and automotive equipment, and as of December 31, 2015, one term note is outstanding at 7.1% interest for a term of five years, with monthly payments of approximately $2,100 and secured by automotive equipment. The amount owed on the note as of December 31, 2015 was approximately $6,200 and was paid in full on the maturity date in March 31, 2016.

In September 2014, the Company executed a Promissory Note (the “Limited Note”) for $50,000 with N-Viro Energy Limited (“Ltd”), classified as a related party, at 5% interest and for a period of 90 days. During the fourth quarter of 2014 and into 2015, the Company repaid the Limited Note by reimbursing expenses incurred by Ltd related to its China project, and fully paid it off in June 2015.

During 2015 the Company borrowed a total of approximately $54,000 to pay for an insurance policy on equipment coverage during the year. The agreement is for a nine month term with an interest rate of 8.4% and monthly payments of approximately $5,400. The Company also financed its directors and officers insurance in late 2015, financing $30,100 over 10 months at 9% interest, monthly payments of $3,136 and is not secured. The amounts owed on these notes as of December 31, 2015 was approximately $33,000.

In December 2015, the Company entered into an agreement to issue a convertible promissory note (“Convertible Note”) to the Company for $125,000 in cash, less $10,000 in fees paid in debt issuance costs to a third party. The Convertible Note is for a term of nine (9) month, an interest rate of 10%, and a $4,000 original issue discount fee on actual payments made. The holder can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering. The conversion feature of this convertible promissory note was determined to be a beneficial conversion feature and was recorded as a debt discount at fair value of $83,000. This debt discount is being amortized to interest expense over the nine month note term. The total amount owed on this note was $125,000 and the gross discount was $81,425 as of December 31, 2015. The carrying amount on this note was $43,575 as of December 31, 2015.

Long-term debt at December 31, 2015 and 2014 is as follows:

2015

2014

Notes payable - related party (David Kasmoch)

$200,000

$200,000

Pension withdrawal liability

408,031

389,389

Convertible debentures

365,000

455,000

Notes payable - equipment vendors

6,182

32,818

Note payable - related party (Ltd.)

0

44,480

Note payable - insurance

32,830

36,550

Convertible note payable, net of discount

43,575

0

1,055,618

1,158,237

Less current maturities

1,055,618

831,583

$0

$326,654

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Note 5. Related Party Transactions
12 Months Ended

Dec. 31, 2015

Notes

Note 5. Related Party Transactions
Note 5. Related Party Transactions

In August 2011, the Company borrowed $200,000 with a Promissory Note payable to David and Edna Kasmoch, the parents of Timothy Kasmoch, the Company’s President and Chief Executive Officer. More details can be found in Note 3.

During 2012 the Company paid Terri Kasmoch, the spouse of Timothy Kasmoch, as an employee for business development, web site and company media marketing and stock promotion efforts for the Company, and she participated with the executives of the Company in reducing the salary paid to her by 10% and deferring this to a future date. Effective November 2012, Ms. Kasmoch resigned from employment from the Company, and her deferred salary of approximately $3,900 remains unpaid as of December 31, 2015.

During 2014, the Company sold used equipment to Tri-State Garden Supply dba Gardenscape, a Company owned by the family of Timothy Kasmoch, and realized cash proceeds of $81,275 on the sale, of which $6,202 was still owed as of December 31, 2015. At December 31, 2015 this amount was classified as an Other – receivable but was fully reserved due to the uncertainty that these expenses will be reimbursed.

During 2015, the Company incurred expenses which were reimbursable from their landlord Bowling Green Holdings, LLC (“BGH”) in the amount of $10,321. At December 31, 2015 this amount was classified as an Other – receivable but was fully reserved due to the uncertainty that these expenses will be reimbursed.

During 2015 and 2014, the Company leased two trucks from Tri-State Garden Supply dba Gardenscape, and in lieu of lease payments agreed to repair and maintain both trucks, reimburse Gardenscape for insurance, annual taxes and license fees. During 2015 and 2014, this totaled approximately $48,500 and $27,000, respectively, and is included as part of Cost of Sales.

In September 2014, the Company executed a Promissory Note (the “Limited Note”) for $50,000 with N-Viro Energy Limited (“Ltd”), of which the Company holds approximately a 45% investment interest in. More details can be found in Note 3.

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Note 6. Equity Transactions
12 Months Ended

Dec. 31, 2015

Notes

Note 6. Equity Transactions
Note 6. Equity Transactions

In April 2014, the Company entered into a share purchase agreement with one of the Company’s board members (“Purchaser”), pursuant to which the Company sold 71,429 shares of its common stock (the “Shares”) to the Purchaser for $50,000, or a purchase price of $0.70 per Share, and 71,429 warrants to purchase common stock. The Shares are restricted and the transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In April 2014, the Company entered into a share purchase agreement with one of the Company’s board members (“Purchaser”), pursuant to which the Company sold 25,000 shares of its common stock (the “Shares”) to the Purchaser for $17,500, or a purchase price of $0.70 per Share, and 25,000 warrants to purchase common stock. The Shares are restricted and the transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In May 2014, the Company entered into a share purchase agreement with one of the Company’s board members (“Purchaser”), pursuant to which the Company sold 37,313 shares of its common stock (the “Shares”) to the Purchaser for $25,000, or a purchase price of $0.67 per Share, and 37,313 warrants to purchase common stock. The Shares are restricted and the transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In August 2014 the Company issued Deerpoint Development Company Limited, the landlord of its administrative office, 16,200 shares of unregistered common stock at a price of $0.71 per share in exchange for three months rent, resulting in net additional expense of approximately $1,300 above the contracted amount, but saving us approximately $10,200 of cash. The stock price was calculated using the Black-Scholes valuation model, explained in further detail below.

In September 2014, the Company issued 350,000 warrants to purchase unregistered shares of common stock to Dynasty Wealth, Inc., for financial consulting services. Additional payments owed Dynasty Wealth could be paid in either cash or shares of the Company’s unregistered common stock. For the years ended December 31, 2015 and 2014 the Company did not issue any shares of stock in additional payment owed per the agreement. More details of this agreement are contained in Note 2.

In November 2014, the Company issued 100,000 shares of unregistered common stock to Global IR Group, Inc., for public relations services. More details of this agreement are contained in Note 2.

During 2014, the Company entered into share purchase agreements with a total of sixteen Purchasers pursuant to which the Company sold 604,650 shares of its common stock (the “Shares”) to the Purchasers for a total of $604,650, or a purchase price of $1.00 per share. All but 91,500 shares were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The Company sold 91,500 shares it held in its treasury, but the shares were not issued until early 2015. All of the transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

Between January 1 2015 and April 30 2015, the Company entered into share purchase agreements with a total of fourteen Purchasers pursuant to which the Company sold 410,000 shares of its common stock (the “Shares”) to the Purchasers for a total of $410,000, or a purchase price of $1.00 per share, to provide operating capital. All but 30,000 shares were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The Company issued 30,000 shares in 2015 it held in its treasury. All of the transactions were exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

Between June 1 2015 and October 31 2015, the Company entered into share purchase agreement with a total of five Purchasers pursuant to which the Company sold 156,000 shares of its common stock (the “Shares”) to the Purchaser for a total of $195,000, or a purchase price of $1.25 per share, and 78,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In 2015, the Company issued Thomas W. Muldowney, a former consultant to the Company, 13,028 shares of registered common stock on the exercise of 22,400 warrants that were issued in 2010. The exercise did not provide the Company with cash as they were “cashless” per the agreements involved providing for the warrants and subsequent stock issuance.

In June 2015, the Company issued Deerpoint Development Company Limited, the landlord of its administrative office, 16,106 shares of unregistered common stock at a price of $1.43 per share in exchange for six months rent, resulting in net additional expense of approximately $2,700 above the contracted amount, but saving approximately $20,400 of cash.

In June 2015, the Company issued D&B Colon Leasing, LLC, the landlord of a former satellite office, 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash.

The Company has a stock option plan approved in May 2004, amended in June 2008 and again in August 2009 (the “2004 Plan”), for directors and key employees under which 2,500,000 shares of common stock could have been issued. No other shares can be issued from the 2004 Plan, and approximately 1,598,000 options are outstanding as of December 31, 2015. The Company also has a stock option plan approved in July 2010 (the “2010 Plan”), for directors and key employees under which 5,000,000 shares of common stock may be issued. Approximately 1,043,000 options are outstanding as of December 31, 2015. Unless otherwise stated in the stock option agreement, 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 six months from the date of grant. Options were granted in 2015 only from the 2010 Plan at the market value of the stock at date of grant, as defined in the plan.

The Company grants stock options to its directors as compensation for services performed. All of the options granted are for a period of ten years from the date of issuance, are pursuant to the 2010 Plan, and vest six (6) months from the issuance date. Stock option grants related to the periods covered by these financial statements include the issuance of 222,500 options from December 2013 through October 2015. These options are exercisable at prices ranging from $0.76 to $2.28. To reflect the value of the stock options granted, the Company records a non-cash charge to earnings totaling $280,033 over the requisite vesting period in selling, general and administrative expense. For the years ended December 31, 2015 and 2014, the Company recorded an expense of approximately $130,300 and $132,100, respectively. More information on these equity transactions is contained in this Form 10-K under Item 10, “Directors, Executive Officers and Corporate Governance”.

During the year ended December 31, 2014, the Company issued a total of 25,357 shares of unregistered common stock, valued at a total of $26,500, to its independent directors in lieu of cash owed for calendar year 2014 board meetings attended. To reflect the value of the stock issued, the Company recorded a charge to earnings totaling $26,500 during 2014. More information on these equity transactions is contained in this Form 10-K under Item 10, “Directors, Executive Officers and Corporate Governance”.

During the year ended December 31, 2015, the Company issued a total of 9,414 shares of unregistered common stock, valued at a total of $13,000, to its independent directors in lieu of cash owed for calendar year 2015 board meetings attended. To reflect the value of the stock issued, the Company recorded and will continue to record a charge to earnings totaling $13,000 during 2015. More information on these equity transactions is contained in this Form 10-K under Item 10, “Directors, Executive Officers and Corporate Governance”.

During the year ended December 31, 2014, the Board of Directors approved a plan to offer to all Company warrants holders a 25% discount on the exercise price to any warrant holder who exercises warrants, and a second 25% discount on any subsequent warrant exercise, but within a specific “discount period” and only on a temporary basis. Any warrant holder who exercised within the discount period also received a “replacement warrant” on a 1.5 to 1 basis. All other terms and conditions of all outstanding warrants remain unchanged, and the discount offer was temporary. During the discount period, five warrant holders exercised a total of 250,009 warrants at various exercise prices and were issued a total of 250,009 shares of restricted common stock and 375,014 replacement warrants. As a condition of exercise, all of the $122,177 in cash proceeds from the exercises were restricted for future payment to specific creditors as agreed upon with the warrant holders, and subsequently used to pay these creditors. In all instances the shares and the warrants issued and sold were in a private offering transaction pursuant to an exemption under Section 4(2) of the Securities Act of 1933 for transactions by an issuer not involving a public offering.

In October 2015, the Company approved a plan to modify all Company warrants by extending the time to exercise each outstanding warrant by one (1) year. All other terms and conditions of each class of warrant remain unchanged. In total, 2,679,742 warrants were affected by the expiration date extension. More information can be found in the Form 8-K filed by the Company on October 26, 2015.

For the 2015 and 2014 changes to the warrants, the incremental fair value associated with these transactions has been determined using the Black-Scholes model and has been recorded as a deemed dividend to common stockholders in the accompanying Statement of Stockholders’ Equity (Deficit). For the years ended December 31, 2015 and 2014, the deemed dividend was $395,224 and $502,890, respectively.

The following summarizes the stock options activity for the years ended December 31, 2015 and 2014:

2015

2014

Shares

Weighted Average Exercise Price

Shares

Weighted Average Exercise Price

Outstanding, beginning of year

2,515,231

$1.91

2,210,981

$2.10

Granted

165,000

$1.84

377,500

$0.84

Exercised

1,250

$1.65

2,500

$1.90

Forfeited/expired during the year

38,750

$1.93

70,750

$2.33

Outstanding, end of year

2,640,231

$1.90

2,515,231

$1.91

Eligible for exercise at end of year

2,615,231

$1.91

2,442,731

$1.92

Weighted average fair value per option for options granted during the year

$1.84

$0.84

Options expected to vest over the life of the Plan

2,640,231

2,515,231

The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected term and the expected forfeiture rate of the option. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.

The following assumptions were used to estimate the fair value of options granted:

Year Ended December 31,

2015

2014

Expected dividend yield

0.0%

0.0%

Weighted average volatility

287.4%

287.0%

Risk free interest rate

1.4 – 1.9%

2.2 - 2.8%

Expected term (in years)

7

7

The following summarizes the stock warrants activity for the years ended December 31, 2015 and 2014:

2015

2014

Warrants (Underlying Shares)

Weighted Average Exercise Price

Warrants (Underlying Shares)

Weighted Average Exercise Price

Outstanding, beginning of year

2,624,142

$1.04

1,849,585

$1.04

Granted

78,000

$1.50

1,049,566

$0.96

Exercised

22,400

$1.00

250,009

$0.65

Forfeited/expired during the year

0

$0

25,000

$1.00

Outstanding, end of year

2,679,742

$1.06

2,624,142

$1.04

Eligible for exercise at end of year

2,679,742

$1.06

2,624,142

$1.04

Weighted average fair value per warrant for warrants granted during the year

$1.50

$0.96

Share Reserves for Outstanding Warrants

2,679,742

2,624,142

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Note 7. Revenue and Major Customers
12 Months Ended

Dec. 31, 2015

Notes

Note 7. Revenue and Major Customers
Note 7. Revenue and Major Customers

For the years ended December 31, 2015 and 2014, the Company’s largest customer accounted for approximately 31% and 22% of our revenues, respectively. The Company’s sludge processing agreement with Toho Water Authority, which was also its largest customer for the years 2011 through 2013, was not renewed at the beginning of 2014. The Company’s failure to renew that agreement has had a material adverse effect on its business, financial conditions and results of operations. For the years ended December 31, 2015 and 2014, the top three customers accounted for approximately 74% and 50%, respectively, of the Company’s revenues. The accounts receivable balance due (which are unsecured) for these three customers at December 31, 2015 and 2014 was approximately $69,000 and $99,000, respectively.

Customers who accounted for more than 10% of the Company’s revenue for the year ended December 31, 2015 were: Jacksonville (Fla) Electric Authority ($362,000); Altamonte Springs, Florida ($343,000); Merrell Brothers, Inc. ($178,000) and Indiantown, Florida ($122,000). Customers who accounted for more than 10% of the Company’s revenue for the year ended December 31, 2014 were: Altamonte Springs, Florida ($289,000); Jacksonville (Fla) Electric Authority ($235,000) and Cedar Bay (Fla) Cogenerating Co., LP ($138,000).

Beginning in March 2014, the Company’s operations in Florida were voluntarily delayed for a short time while the Company moved assets and personnel to a new site in Bradley, Florida. While operations resumed in Bradley in June 2014, this reduction in revenue, while temporary, has materially reduced available cash to fund current or prior expenses incurred. The Company’s sludge processing agreement with Altamonte Springs, which was its largest customer in 2014 and its second largest customer in 2015, representing approximately 29% of Company revenues, was not renewed effective April 2016. The Company’s failure to renew that agreement may have a material adverse effect on its business, financial conditions and results of operations.

Additionally, economic considerations have made the supply of admixtures used in our processes more difficult to acquire due to coal-burning facilities operating less or not at all, primarily from the decrease in natural gas prices in the commercial marketplace.

A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees. Some of these contracts, especially those contracts with large municipalities, provide for termination of the contract by the customer after giving relatively short notice (in some cases as little as ten days). In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts. If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

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Note 8. Commitments and Contingencies
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Note 8. Commitments and Contingencies
Note 5. Commitments and Contingencies

Effective July 17, 2016, the Company entered into an Employment Agreement (the “Agreement”) with Timothy R. Kasmoch to serve as the Company’s President and Chief Executive Officer commencing July 17, 2016. The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The Agreement provides that Mr. Kasmoch is to receive an annual base salary of $150,000, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. Kasmoch is eligible for an annual cash bonus in an amount to be determined, a vehicle allowance, and otherwise subject to the discretion of, the Board of Directors. Under the Agreement, this determination is to be based upon the Board of Directors review of Mr. Kasmoch's performance. The Agreement also provides for annual stock option grants to Mr. Kasmoch. The Employment Agreement permits Mr. Kasmoch to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. Kasmoch is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date. Additional information about the Agreement is available as Exhibit 10.7 in the Form S-1 filed on July 25, 2016.

Effective July 17, 2016, the Company entered into an Employment Agreement (the “Agreement”) with Robert W. Bohmer to serve as the Company’s Executive Vice President and General Counsel commencing July 17, 2016. The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The Agreement provides that Mr. Bohmer is to receive an annual base salary of $57,200, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. Bohmer is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors. Under the Agreement, this determination is to be based upon the President/Chief Executive Officer’s and Board of Directors review of Mr. Bohmer's performance. The Agreement also provides for annual stock option grants to Mr. Bohmer. The Employment Agreement permits Mr. Bohmer to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. Bohmer is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date. Additional information about the Agreement is available as Exhibit 10.8 in the Form S-1 filed on July 25, 2016.

Effective July 17, 2016, the Company entered into an Employment Agreement (the “Agreement”) with James K. McHugh to serve as the Company’s Chief Financial Officer, Secretary and Treasurer commencing July 17, 2016. The Agreement is for a three-year term and provides for automatic renewal of successive one-year terms unless notice is provided ninety (90) days prior to the expiration of the then current term. The Agreement provides that Mr. McHugh is to receive an annual base salary of $125,000, subject to annual increase at the discretion of the Board of Directors of the Company. In addition, Mr. McHugh is eligible for an annual cash bonus in an amount to be determined, and otherwise subject to the discretion of, the Board of Directors. Under the Agreement, this determination is to be based upon the President/Chief Executive Officer’s and Board of Directors review of Mr. McHugh's performance. The Agreement also provides for annual stock option grants to Mr. McHugh. The Employment Agreement permits Mr. McHugh to terminate his employment in the event of a change of control or certain enumerated material breaches thereof by the Company. In the event the Company terminates his Employment Agreement without cause, Mr. McHugh is entitled to receive his base salary for the period between the termination date and the natural expiration of his Employment Agreement or any extension thereof. Employee shall also have the right to exercise all options that have vested through and including the termination date. Additional information about the Agreement is available as Exhibit 10.9 in the Form S-1 filed on July 25, 2016.

As of June 30, 2016, the Company has accrued a liability of approximately $182,000 to reflect the total amount of salary and related payroll taxes voluntarily deferred by its three executive officers since February 2012 under their 2010 employment agreements, as amended, as well as approximately $82,000 in undeferred salary and related payroll taxes, for a combined total of approximately $264,000 in unpaid salaries and related payroll taxes. Additional information about the 2010 employment agreements and any subsequent amendments for the officers is available in Item 11 Executive Compensation of the Form 10-K filed on April 14, 2016.

The Company’s executive and administrative offices are located in Toledo, Ohio. In April 2011, the Company signed a 68 month lease with Deerpoint Development Co., Ltd. (“Deerpoint”). The total minimum rental commitment for the remaining succeeding year of 2016 is $40,764. In June 2015, the Company issued Deerpoint 16,106 shares of unregistered common stock at a price of $1.43 per share in exchange for six months rent, resulting in net additional expense of approximately $2,600 above the contracted amount, but saving approximately $20,400 of cash. The total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is approximately $20,400 and $23,000, respectively. The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is approximately $10,200 and $12,800, respectively.

In October 2010, the Company began to lease property in Emlenton, Pennsylvania under a lease with A-C Valley Industrial Park, for one year. After September 2011, the Company operated under a month-to-month lease agreement, for a reduced rate, therefore there is no minimum rental commitment at June 30, 2016 for any of the succeeding five years. The total rental expense included in the statements of operations for each of the six months and three months ended June 30, 2016 and 2015 is $6,000 and $3,000, respectively.

 In June 2009, the Company began to maintain an office in West Unity, Ohio under a lease with D&B Colon Leasing, LLC, (“D&B”) for one year. In June 2010, the Company renewed the lease for an additional year through May 2011, and operated under a month-to-month lease until the Company closed the office in September 2014. In June 2015, the Company issued D&B 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash. The total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is $-0- and $3,600, respectively. The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is $-0- and $3,600, respectively.

For each of the six months and three months ended June 30, 2016 and 2015, the Company paid a total of $13,200 and $6,600, respectively, recorded as rent in selling, general and administrative expense, on behalf of the Chief Executive Officer. No future commitment exists in any succeeding years as the residential building lease is not in the Company’s name, however the Company expects to pay $8,800 for the remainder of 2016 through the lease term maturing October 31, 2016.

In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC, for a five year lease term beginning June 1, 2014 and a monthly payment of $10,000. More details can be found in Note 4 Capital Lease, in default.

In September 2014, the Company entered into an operating lease with Caterpillar Financial for operating equipment at its Bradley, Florida location. The lease term is for three years beginning October 2014 and a monthly payment of $3,155. The total minimum rental commitment for the year ending December 31, 2016 is $37,900 and for the year ending December 31, 2017 is $28,400. The total rental expense included in the statements of operations for each of the six months and three months ended June 30, 2016 and 2015 is $18,930 and $9,465, respectively.

 For all of the Company’s operating leases, the total rental expense included in the statements of operations for the six months ended June 30, 2016 and 2015 is $58,500 and $64,700, respectively. The total rental expense included in the statements of operations for the three months ended June 30, 2016 and 2015 is $29,300 and $35,500, respectively.

Management believes that all of the Company’s properties are adequately covered by insurance.

The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect if any, current and future regulations may have on the operations of the Company.

From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business. Certain unsecured creditors have brought civil action against the Company related to nonpayment. The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

Note 8. Commitments and Contingencies

In 2010, the Company and Timothy R. Kasmoch, the President and Chief Executive Officer, entered into an Employment Agreement for a five-year term. Mr. Kasmoch is to receive an annual base salary of $150,000, subject to an annual discretionary increase. In addition, Mr. Kasmoch is eligible for an annual cash bonus and was granted stock options from the Company’s Second Amended and Restated 2004 Stock Option Plan. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In March of 2015 and 2016, Mr. Kasmoch’s Employment Agreement automatically renewed for a one-year term.

In 2010, the Company and Robert W. Bohmer, the Executive Vice President and General Counsel, entered into an Employment Agreement for a five-year term. Mr. Bohmer is to receive an annual base salary of $150,000, subject to an annual discretionary increase. In addition, Mr. Bohmer is eligible for an annual cash bonus and was granted stock options from the Company’s Second Amended and Restated 2004 Stock Option Plan. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In March of 2015 and 2016, Mr. Bohmer’s Employment Agreement automatically renewed for a one-year term.

In May 2014, the Company and Mr. Bohmer agreed to an adjustment to his employment contract, making him a part-time employee and adjusting his salary to $57,200. Additional information is available in “Item 11 Executive Compensation” in this Form 10-K.

In 2010, the Company and James K. McHugh, the Chief Financial Officer, Secretary and Treasurer, entered into an Employment Agreement for a five-year term. Mr. McHugh is to receive an annual base salary of $125,000, subject to an annual discretionary increase. In addition, Mr. McHugh is eligible for an annual cash bonus and was granted stock options from the Company’s Second Amended and Restated 2004 Stock Option Plan. Generally, the Agreement may be terminated by the Company with or without cause or by the Employee for any reason. In March of 2015 and 2016, Mr. McHugh’s Employment Agreement automatically renewed for a one-year term.

In May 2013, the Company’s Board of Directors approved an amendment to each of the Company’s executive officer’s respective employment agreement only as it applied to the stock option grant. Additional information is available in “Item 11 Executive Compensation” in this Form 10-K.

As of December 31, 2015, the Company has accrued a liability of approximately $160,700 to reflect the total amount of salary and related payroll taxes voluntarily deferred by its three executive officers since February 2012, as well as approximately $95,100 in undeferred salary and related payroll taxes, for a combined total of approximately $255,800 in unpaid salaries and related payroll taxes. More details of these liabilities are contained in Note 2.

In February 2013, the Company received a letter from counsel on behalf of one of our stockholders (“Counsel letter”), demanding a review by the Board of option plan issuances in 2010 and 2011 to members of management. In response, the Board formed a Special Committee to evaluate the 2004 and 2010 Stock Option Plans for the issuances in 2010 pursuant to the multi-year employment agreements with Messrs. Kasmoch, Bohmer and McHugh under the 2004 Option Plan, and the 2011 award to Mr. Kasmoch under the 2010 Option Plan. In May 2013, the Special Committee and the Board finished reviewing the awards and sent a letter in reply to the Counsel letter. The Board also approved an amendment to each the executive officer’s respective employment agreement, and renegotiated their option grants such that (i) no grant in any single year exceeds the Plan Limits, and, (ii) each employee return to respective Option Plan the number of options by which his annual grant exceeded the Plan Limits for any single year. Additional information is available in Item 11 “Executive Compensation” of the Form 10-K filed April 15, 2015.

As a result of these actions, and after additional negotiations, on July 14, 2014 the Company and the stockholder entered into a Confidential Settlement Agreement and General Release with the following terms: Without admitting liability in connection with any of the claims asserted but in order to avoid the expenses and uncertainty of potential litigation the Company agreed: (i) the Company will adopt certain procedures to monitor future issuances of options to management; (ii) the Company will make an installment payment of $20,000 ratably over ten months to counsel for the stockholder who asserted the claim, but none of these funds will be paid to the stockholder; (iii) the Company will issue warrants to counsel for the stockholder exercisable at a predetermined price. In exchange for the foregoing the parties exchanged general releases and this matter is resolved completely. Based on the terms of the settlement, the Company accrued an estimated expense of $86,500, recorded as a trade account payable, at December 31, 2013 and, due to an increase in the underlying valuation of the warrants, an additional accrual of $93,900 for the quarter ended March 31, 2014, for a total expense of $180,400 to recognize the cost of the final settlement. All but $20,000 of this expense is for the non-cash component. The final settlement payment due under the settlement is in default, and as of December 31, 2015 and 2014, the Company owed approximately $2,000 and $16,000 in cash installment payments, respectively.

The Company’s executive and administrative offices are located in Toledo, Ohio. In April 2011, the Company signed a 68 month lease with Deerpoint Development Co., Ltd. The total minimum rental commitment for the remaining succeeding year of 2016 is $40,800. The total rental expense included in the statements of operations for the year ended December 31, 2015 and 2014 is approximately $43,400 and $40,800, respectively. Additional information is available in “Item 2 Properties” in this Form 10-K.

In October 2010, the Company began to lease property in Emlenton, Pennsylvania under a lease with A-C Valley Industrial Park, for one year. After September 2011, the Company operated under a month-to-month lease agreement, for a reduced rate, therefore there is no minimum rental commitment at December 31, 2015 for any of the succeeding five years. The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $12,000.

In June 2009, the Company began to maintain an office in West Unity, Ohio under a lease with D&B Colon Leasing, LLC (“D&B”), for one year. In June 2010, the Company renewed the lease for an additional year through May 2011, and operated under a month-to-month lease until the Company closed the office in September 2014. In June 2015, the Company issued D&B 20,997 shares of unregistered common stock at a price of $1.48 per share in exchange for the remaining eleven months rent owed, resulting in net additional expense of approximately $3,600 above the contracted amount, but saving $27,500 of cash. The total rental expense included in the statements of operations for the year ended December 31, 2015 and 2014 is $3,600 and $22,500, respectively.

The Company maintained an office in Daytona Beach under a lease with the County of Volusia, Florida, from March 2009 through March 2014. Effective and subsequent to April 2014, the Company briefly operated on a month to month lease with Volusia County, to allow the removal of certain owned assets and finished product from the site as approved by the County. The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $-0- and $15,000, respectively.

In June 2014, Mulberry Processing, LLC, a wholly owned subsidiary of the Company, entered into a contract to lease certain real property and buildings in Bradley, Florida from Bowling Green Holdings, LLC, for a five year lease term beginning June 1, 2014 and a monthly payment of $10,000. More details can be found in Note 4 Capital Lease.

For the year ended December 31, 2015 and 2014, the Company paid a total of $26,400 and $19,800, respectively, recorded as rent in selling, general and administrative expense, on behalf of the Chief Executive Officer. No future commitment exists in any succeeding years as the residential building lease is not in the name of the Company, however the Company expects to pay $22,000 in 2016 through the lease term maturing October 31, 2016.

In September 2014, the Company entered into an operating lease with Caterpillar Financial for operating equipment at its Bradley, Florida location. The lease term is for three years beginning October 2014 and a monthly payment of approximately $3,200. The total minimum rental commitment for the year ending December 31, 2016 is $37,900 and for the year ending December 31, 2017 is $28,400. The total rental expense included in the statements of operations for each of the years ended December 31, 2015 and 2014 is $37,900 and $12,600, respectively.

For all of the Company’s operating leases, the total rental expense included in the statements of operations for the years ended December 31, 2015 and 2014 is $123,300 and $122,700, respectively.

The following is a schedule by years of future minimum payments required for all of the Company’s operating leases as of December 31, 2015:

amount

2016

 37,900

2017

 28,400

2018

 -

2019

 -

2020

 -

Total minimum lease payments

$ 66,300

Management believes that all of the Company’s properties are adequately covered by insurance.

The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect, if any, current and future regulations may have on the operations of the Company.

From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business. Certain unsecured creditors have brought civil action against the Company related to nonpayment. The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

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Note 9. Income Tax Matters
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Note 9. Income Tax Matters
Note 13. Income Tax

For both the six and three months ended June 30, 2016 and 2015, we are fully reserving our deferred tax asset value to zero as we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses. Accordingly, our effective tax rate for each period was -0-%.

Note 9. Income Tax Matters

The composition of the deferred tax assets and liabilities at December 31, 2015 and 2014 is as follows:

2015

2014

Gross deferred tax liabilities:

Property and equipment and intangible assets

0

(68,700)

Gross deferred tax assets:

Loss carryforwards

6,465,100

6,016,600

Property and equipment and intangible assets

55,600

0

Pension plan withdrawal exp in excess of payments

138,700

132,400

Stock options and warrants

1,593,900

1,396,100

Subsidiary acquisition basis step up

21,400

42,800

Allowance for doubtful accounts

11,200

34,400

Deferred compensation and unpaid salaries

86,900

95,800

Litigation settlement - non-cash portion

54,500

54,500

Other

100

400

Less valuation allowance

(8,427,400)

(7,704,300)

0

0

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, 2015 and 2014 and are as follows:

2015

2014

Provision at statutory rate

(773,200)

(598,500)

(Decrease) increase in income taxes resulting from:

Change in valuation allowance

723,100

587,500

Penalties

49,400

8,100

Other

700

2,900

$0

$0

For the years ended December 31, 2015 and 2014, we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses. Accordingly, our effective tax rate for each period was zero. The net operating losses available at December 31, 2015 to offset future taxable income total approximately $19,000,000 and expire principally in years 2018 - 2035.

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Note 10. Subsequent Events
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Notes

Note 10. Subsequent Events
Note 16. Subsequent Events

In July 2016, the Company issued a total of 3,192 shares of unregistered common stock, valued at a total of $3,000, to three independent directors in lieu of cash owed for a board meeting attended, and the Company expects to record a charge to earnings totaling $3,000 in the third quarter of 2016.

On July 25, 2016, the Company filed an S-1 Registration Statement with the Securities and Exchange Commission. See Note 3 Notes Payable for further details on the Form S-1 Registration Statement filed subsequent to and in conjunction with the convertible debt agreement with JMJ Financial executed in June 2016.

In late July and August 2016, JMJ Financial was issued a total of 70,000 registered shares of stock to convert $27,915 of debt the Company owed JMJ, per their January 2016 convertible debt agreement with the Company. See Note 3 Notes Payable for further details of this agreement.

In August 2016, the Company executed a twelve month financial, investor and public relations consulting agreement with Wilson Nixon (“Nixon”). For the services rendered the Company issued Nixon 200,000 shares of the Company’s unregistered common stock. To reflect the entire value of the Agreement, the Company expects to record a non-cash charge to earnings of $150,000 ratably between August 2016 and July 2017, the ending date of the agreement.

Note 10. Subsequent Events

On January 15, 2016, the Company entered into an agreement with JMJ Financial (“JMJ”), to issue a Convertible Promissory Note (“JMJ Note”) to the Company for $100,000 in cash, less $6,950 in fees paid to Craft Capital Management, LLC (“Craft”). Craft also received 4,000 stock warrants to purchase common stock of the Company at an exercise price of $1.00 per share. The JMJ Note is for a term of two (2) years, an interest rate of 12% if not paid within the first 90 days, and a 10% original issue discount fee on actual payments made. After 2016-07-15, JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In January21, 2016, the Company accepted a Promissory Note (the “Limited Note Receivable”) for $100,000 from N-Viro Energy Limited (“Ltd”), and concurrently advanced Ltd $55,000 cash for expenses in connection with its China project. The Note Receivable is due April 15, 2016 at a stated interest rate of 5% per annum.

On 2016-03-04, the Company entered into an agreement with Tangiers Investment Group, LLC (“Tangiers”), to issue a 10% Convertible Promissory Note (“Tangiers Note”) to us for $58,500 in cash, less $8,500 in original issue discount retained by Tangiers for due diligence and legal expenses. The Tangiers Note is for a term of one (1) year, an interest rate of zero percent if prepaid within the first 90 days, with a graduated prepayment penalty every 30 days, up until 180 days from the March 2016 effective date. At any time Tangiers can elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

In March 31 2016, the Company entered into an initial one (1) year agreement with Arrowroot Partners, LLC (“Arrowroot”), to assist in obtaining equity or debt financing for the Company. The Company issued 15,460 shares of its unregistered common stock, valued at $15,000, to Arrowroot as a non-refundable restricted equity share retainer fee, which can be applied toward future financing fees in connection with any placements. A cash fee of 8% of the gross proceeds and a warrant fee of 8% of the number of shares placed, in addition to preapproved expenses, will be paid to Arrowroot for its services.

In March 2016, the Company executed a two week preliminary public relations agreement with M & T Business Consultants, Inc., (“M&T”). For the services rendered the Company issued M&T 50,000 shares of the Company’s unregistered common stock, valued at approximately $43,000.

In April 2016, the Company entered into a share purchase agreement with a Purchaser pursuant to which the Company sold 100,000 shares of its common stock (the “Shares”) to the Purchaser for a total of $100,000, or a purchase price of $1.00 per share, and 50,000 warrants to purchase stock for $1.50 per share, to provide operating capital. All the shares issued were restricted and have limited “piggy-back” registration rights in connection with certain registration statement filings of the Company under the Securities Act of 1933 as amended (the “Securities Act”). The transaction was exempt from the registration requirements under the Securities Act pursuant to section 4(a)(2) as a transaction by an issuer not involving a public offering.

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Note 1. Organization and Basis of Presentation: Consolidation Policy (Policies)
6 Months Ended

Jun. 30, 2016

Policies

Consolidation Policy
The financial statements are consolidated as of June 30, 2016, December 31, 2015 and June 30, 2015 for the Company. All intercompany transactions were eliminated.

X

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Disclosure of accounting policy for subsidiaries or other investments that are consolidated, including the accounting treatment for intercompany accounts or transactions and any noncontrolling interest.
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Note 1. Organization and Basis of Presentation: Basis of Accounting, Policy (Policies)
6 Months Ended

Jun. 30, 2016

Policies

Basis of Accounting, Policy
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There have been no changes in the selection and application of significant accounting policies and estimates disclosed in “Item 8 – Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2015.

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Note 1. Organization and Basis of Presentation: Substantial Doubt about Going Concern (Policies)
6 Months Ended

Jun. 30, 2016

Policies

Substantial Doubt about Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of approximately $1,867,000 at June 30, 2016, and has incurred recurring losses and negative cash flow from operations for the six months ended June 30, 2016 and years ended December 31, 2015 and 2014. Moreover, while the Company expects to arrange for financing with lending institutions, there can be no assurances that the Company will have the ability to do so. The Company has borrowed money from third parties and related parties and expects to be able to generate future cash from the exercises of common stock options and warrants, new debt and equity issuances. The Company has substantially slowed payments to trade vendors, and has renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables. In 2014, 2015 and early 2016, the Company issued new equity for total cash realized of approximately $1.4 million. In 2013, 2014 and again in 2015, the Company modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014. In October 2015, the Company extended the expiration date of all outstanding warrants for exactly one year. Beginning in March 2014, our operations in Volusia County, Florida, which at the time represented substantially all of our revenue, were voluntarily delayed while the Company employed additional personnel and moved assets to its new site in Bradley, Florida. When operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred, and has remained at this lower level or decreased over subsequent periods to date. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Note 5. Commitments and Contingencies: Commitments and Contingencies, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Commitments and Contingencies, Policy
The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect if any, current and future regulations may have on the operations of the Company.

The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect, if any, current and future regulations may have on the operations of the Company.

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- Definition
Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.
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Note 5. Commitments and Contingencies: Legal Costs, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Legal Costs, Policy
From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business. Certain unsecured creditors have brought civil action against the Company related to nonpayment. The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business. Certain unsecured creditors have brought civil action against the Company related to nonpayment. The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

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- Definition
Disclosure of accounting policy for legal costs incurred to protect or defend the entity's assets and rights, or to obtain assets, including monetary damages, or to obtain rights.
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Note 7. Segment Information: Segment Reporting Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Segment Reporting, Policy
The Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources. The chief operating decision maker is the Chief Executive Officer.

Q. Segment Information – During 2015, the Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources. The chief operating decision maker is the Chief Executive Officer.

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Note 8. Revenue and Major Customers: Major Customers, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Major Customers, Policy
A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees. Some of these contracts provide for termination of the contract by the customer after giving relatively short notice. In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts. If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees. Some of these contracts, especially those contracts with large municipalities, provide for termination of the contract by the customer after giving relatively short notice (in some cases as little as ten days). In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts. If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

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- Definition
Disclosure of accounting policy for major customers. Major customers are those that the loss of such customers would have a material adverse effect on the entity.
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Note 9. Basic and Diluted Loss Per Share: Earnings Per Share Policy, Diluted (Policies)
6 Months Ended

Jun. 30, 2016

Policies

Earnings Per Share Policy, Diluted
Basic and diluted loss per share is computed using the treasury stock method for outstanding stock options and warrants. For both the six months and three months ended June 30, 2016 and 2015 the Company incurred a net loss. Accordingly, no stock options or warrants have been included in the computation of diluted loss per share as the impact would be anti-dilutive.

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Discloses the methodology and assumptions used to compute diluted earnings or loss per share for each class of common stock and participating security. Addresses any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
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Note 11. Stock Options: Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Stock Options Fair Value Assumptions, Method Used
The Company records share-based compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected option term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.

The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected term and the expected forfeiture rate of the option. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.

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For each plan, identification of the award pricing model or other valuation method used in calculating the weighted average fair values disclosed. The model is also used to calculate the compensation expense that is shown within the balance sheet, income statement, and cash flow. Examples of valuation techniques are lattice models (binomial model), closed-form models (Black-Scholes-Merton formula), and a Monte Carlo simulation technique. Fair value is the amount at which an asset or liability could be bought or incurred or sold or settled in a current transaction between willing parties, that is, other than in a forced or liquidation sale. May include disclosures about the assumptions underlying application of the method selected.
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Note 11. Stock Options: Share-based Compensation, Option and Incentive Plans Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Stock Option Plans Policy
The Company has a stock option plan approved in July 2010 (the “2010 Plan”), for directors and key employees under which 5,000,000 shares of common stock may be issued. Non-director stock option agreements, unless otherwise stated in the agreement, are 20% vested on the date of grant, with the balance vesting 20% per year over the next four years.

The Company has a stock option plan approved in May 2004, amended in June 2008 and again in August 2009 (the “2004 Plan”), for directors and key employees under which 2,500,000 shares of common stock could have been issued. No other shares can be issued from the 2004 Plan, and approximately 1,598,000 options are outstanding as of December 31, 2015. The Company also has a stock option plan approved in July 2010 (the “2010 Plan”), for directors and key employees under which 5,000,000 shares of common stock may be issued. Approximately 1,043,000 options are outstanding as of December 31, 2015. Unless otherwise stated in the stock option agreement, 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 six months from the date of grant. Options were granted in 2015 only from the 2010 Plan at the market value of the stock at date of grant, as defined in the plan.

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Note 11. Stock Options: Share-based Compensation, Option and Incentive Plans, Director Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Stock Option Plans, Director Policy
The Company grants stock options to its independent directors as compensation for services performed, currently for board and committee meetings attended. All director options granted are for a period of ten years from the date of issuance and vest six (6) months from the issuance date.

The Company grants stock options to its directors as compensation for services performed. All of the options granted are for a period of ten years from the date of issuance, are pursuant to the 2010 Plan, and vest six (6) months from the issuance date. Stock option grants related to the periods covered by these financial statements include the issuance of 222,500 options from December 2013 through October 2015. These options are exercisable at prices ranging from $0.76 to $2.28. To reflect the value of the stock options granted, the Company records a non-cash charge to earnings totaling $280,033 over the requisite vesting period in selling, general and administrative expense. For the years ended December 31, 2015 and 2014, the Company recorded an expense of approximately $130,300 and $132,100, respectively. More information on these equity transactions is contained in this Form 10-K under Item 10, “Directors, Executive Officers and Corporate Governance”.

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Note 12. Stock Warrants: Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Other, Description (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Stock Warrants, Policy
The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

M. Stock Warrants – The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

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Note 13. Income Tax: Income Tax, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Income Tax, Policy
For both the six and three months ended June 30, 2016 and 2015, we are fully reserving our deferred tax asset value to zero as we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses. Accordingly, our effective tax rate for each period was -0-%.

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

The accounting for uncertain tax positions requires the Company to evaluate each income tax position using a two step process which includes a determination as to whether it is more likely than not that the income tax position will be sustained, based upon technical merit and upon examination by the taxing authorities. At December 31, 2015 and 2014, there were no uncertain tax positions that required accrual. None of the Company’s federal or state income tax returns are currently under examination by the Internal Revenue Service (“IRS”) or state authorities. However, fiscal years 2012 and later remain subject to examination by the IRS and respective states.

X

- Definition
Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
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Note 1. Operations and Summary of Significant Accounting Policies: Nature of Operations (Policies)
12 Months Ended

Dec. 31, 2015

Policies

Nature of Operations
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 produced by the cement, lime, electric utilities and other industries. Revenue and the related accounts receivable are due from companies acting as independent agents or licensees, principally municipalities.

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The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
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Note 1. Operations and Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)
12 Months Ended

Dec. 31, 2015

Policies

Use of Estimates, Policy
B. Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

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Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
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Note 1. Operations and Summary of Significant Accounting Policies: Principles of Consolidation, Policy (Policies)
12 Months Ended

Dec. 31, 2015

Policies

Principles of Consolidation, Policy
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.

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Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.
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-Paragraph 3
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-Subparagraph (SX 210.3A-02)
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Note 1. Operations and Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies)
12 Months Ended

Dec. 31, 2015

Policies

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

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

Restricted cash consists of one certificate of deposit and corresponding accrued interest which was held as collateral with a performance bond on behalf of one of the Company’s licensees at December 31, 2014. The restricted cash performance bond was released by the Company’s licensee due to the completion of the contract period in September 2015.

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Note 1. Operations and Summary of Significant Accounting Policies: Trade and Other Accounts Receivable, Policy (Policies)
12 Months Ended

Dec. 31, 2015

Policies

Trade and Other Accounts Receivable, Policy
F. Accounts Receivable – The Company extends unsecured credit to customers under normal trade agreements, which require payment within 30 days. Accounts greater than 90 days past due amounted to $326 and $99,179 of receivables for the years ended December 31, 2015 and 2014, respectively. The Company's policy is not to accrue and record interest income on past due trade receivables. The Company does bill the customer finance charges on past due accounts and records the interest income when collected.

Credit is generally granted on an unsecured basis. Periodic credit evaluations of customers are conducted and appropriate allowances are established.

Management estimates an allowance for doubtful accounts, which was $32,847 at December 31, 2015 and $116,260 at December 31, 2014. The estimate is based upon management’s review of delinquent accounts and an assessment of the Company’s historical evidence of collections.

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Note 1. Operations and Summary of Significant Accounting Policies: Property and Equipment, Policy (Policies)
12 Months Ended

Dec. 31, 2015

Policies

Property and Equipment, Policy
G. Property and Equipment – Property, machinery and equipment are stated at cost less accumulated depreciation. Depreciation has been computed primarily by the straight-line method over the estimated useful lives of the assets. Generally, useful lives are five to fifteen years. Leasehold improvements are capitalized and amortized over the lesser of the term of the lease or the estimated useful life of the asset. Depreciation expense amounted to $225,613 and $179,743 in 2015 and 2014, respectively.

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. During 2015, the Company determined the fair value of property and equipment was less than the carrying amount reflected on the balance sheet, and recorded a non-cash impairment charge of $304,936 to reduce the carrying value of these assets to their estimated fair value of $188,300. Fair values of the property and equipment were estimated using a market approach, considering the estimated fair values of other comparable property and equipment (Level 3 inputs).

In May 2015 the Company lost their energy partner to develop their N-Viro Fuel^TM technology in the state of Pennsylvania. Management intends to move the equipment related to this production technology to other states and find new partners to develop it, however their ability to do so and the ability to generate cash flows from this venture is uncertain as of December 31, 2015. Additionally, their current operations in the state of Florida have resulted in declining revenues and negative cash flows from operations. The declines in revenues and operating cash flows, the loss of their energy partner and the inability of the Company to generate sufficient operating cash flows have led to the impairment of property and equipment to fair value in the fourth quarter of 2015.

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Note 1. Operations and Summary of Significant Accounting Policies: Intangible Assets, Policy (Policies)
12 Months Ended

Dec. 31, 2015

Policies

Intangible Assets, Policy
H. Intangible Assets – Intangible assets are comprised of patent costs, territory rights and customer licenses/contracts amortized on a straight line basis over their estimated useful lives (ranging from 18 months to 17 years). Amortization expense amounted to $-0- in 2015 and $7,941 in 2014.

During 2014, the Company determined the fair value of the intangible assets were less than the amount reflected in the balance sheet, and recorded a non-cash impairment charge of $42,653 to reduce the carrying value of these assets to their estimated fair value of zero. The reason for the impairment of intangible assets in the third quarter of 2014 was primarily due to declines in revenue associated with these assets.

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-Section 50
-Paragraph 2
-Subparagraph (a)
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Note 1. Operations and Summary of Significant Accounting Policies: Equity Method Investments, Policy (Policies)
12 Months Ended

Dec. 31, 2015

Policies

Equity Method Investments, Policy
I. Equity Method Investment – During the year ended December 31, 2014, the Company entered into a subscription agreement with N-Viro Energy Limited representing an approximately 45% interest in the class C voting shares. The Company’s 2014 loss includes a loss of $10,000 related to the operations of N-Viro Energy Limited. The loss reduced the Company’s investment in N-Viro Limited to zero and, as a result, the Company discontinued applying the equity method. The Company will resume application of the equity method only after its share of future earnings of N-Viro Energy Limited are sufficient to recover its share of unrecognized losses during the period the equity method was suspended. The Company has no obligation to fund future operations of N-Viro Energy Limited.

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Disclosure of accounting policy for the equity method of accounting for investments in common stock or other interests including unconsolidated subsidiaries, corporate joint ventures, noncontrolling interests in real estate ventures, limited partnerships, and limited liability companies. The accounting policy may include information such as: (1) initially recording an investment in the stock of an investee at cost; (2) adjusting the carrying amount of the investment to recognize the investor's share of the earnings or losses of the investee after the date of acquisition; and (3) adjustments to reflect the investor's share of changes in the investee's capital (dividends). This disclosure may also include a detailed description of the policy for determining the amount of equity method losses recognized after an investment has been reduced to zero as a result of previous losses, reasons for not using the equity method when the investor company owns 20 percent or more of the voting stock of the investee's company (including identification of the significant investee), reasons for using the equity method when the ownership percentage is less than 20 percent, and discussion of recognition of equity method losses when an investor's total investment in an investee includes, in addition to an investment in common stock, other investments such as preferred stock and loans to the investee. An entity also may describe how such investments are assessed for impairment.
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Note 1. Operations and Summary of Significant Accounting Policies: Revenue Recognition, Policy (Policies)
12 Months Ended

Dec. 31, 2015

Policies

Revenue Recognition, Policy
J. Revenue Recognition – 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 management service revenue and N-Viro Soil^TM revenue are recognized upon shipment.

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Note 1. Operations and Summary of Significant Accounting Policies: Loss Per Common Share, Policy (Policies)
12 Months Ended

Dec. 31, 2015

Policies

Loss Per Common Share, Policy
K. Loss Per Common Share – Loss per common share has been computed on the basis of the weighted-average number of common shares outstanding during each period presented. For the years ended December 31, 2015 and 2014, the effects of 2,640,231 and 2,615,231 stock options outstanding, respectively, 2,679,742 and 2,624,142 warrants to purchase common stock, respectively, and, debentures that are convertible to 182,500 and 227,500 shares of common stock, respectively, are excluded from the diluted per share calculation because they would be antidilutive.

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Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
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-SubTopic 10
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Note 1. Operations and Summary of Significant Accounting Policies: Stock Warrants, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Stock Warrants, Policy
The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

M. Stock Warrants – The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

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Note 1. Operations and Summary of Significant Accounting Policies: New Accounting Standards, Policy (Policies)
12 Months Ended

Dec. 31, 2015

Policies

New Accounting Standards, Policy
N. New Accounting Standards – The Financial Accounting Standards Board, or FASB, has issued the following new accounting and interpretations, which may be applicable in the future to us:

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”)¸which requires that all leases with a term of more than one year, covering leased assets such as real estate and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. ASU 2016-02 is effective for fiscal years fiscal years and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. ASU 2015-17 is effective for fiscal years and interim periods beginning after December 15, 2016. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which requires management to evaluate, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern and provide related disclosures. ASU 2014-15 is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for the recognition, measurement and disclosure of revenue resulting from contracts with customers and will supersede virtually all of the current revenue recognition guidance under GAAP. ASU 2014-09 is effective for the first interim period within annual reporting periods beginning after December 15, 2016. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date" (“ASU 2015-14”), which delayed the effective date by one year. As a result, the standard is effective for us for fiscal and interim periods beginning January 1, 2018 and allows for full retrospective or modified retrospective methods of adoption. The Company is currently evaluating the impact of the provisions of this standard on our consolidated financial statements.

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Note 1. Operations and Summary of Significant Accounting Policies: Income Tax, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Income Tax, Policy
For both the six and three months ended June 30, 2016 and 2015, we are fully reserving our deferred tax asset value to zero as we have not recognized the future tax benefit of current or prior period losses due to our history of operating losses. Accordingly, our effective tax rate for each period was -0-%.

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

The accounting for uncertain tax positions requires the Company to evaluate each income tax position using a two step process which includes a determination as to whether it is more likely than not that the income tax position will be sustained, based upon technical merit and upon examination by the taxing authorities. At December 31, 2015 and 2014, there were no uncertain tax positions that required accrual. None of the Company’s federal or state income tax returns are currently under examination by the Internal Revenue Service (“IRS”) or state authorities. However, fiscal years 2012 and later remain subject to examination by the IRS and respective states.

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Note 1. Operations and Summary of Significant Accounting Policies: Supplemental Disclosure of Non-cash Operating, Investing and Financing Activities, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Supplemental Disclosure of Non-cash Operating, Investing and Financing Activities, Policy
Note 15. Supplemental Disclosure of Cash Flows Information

The cash paid for interest during the six months ended June 30, 2016 and 2015 was $107,509 and $61,471, respectively.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $292,500 as part of a consulting contract.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $72,750 as part of a consulting contract.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $43,000 as part of a consulting contract.

During the six months ended June 30, 2016, the Company issued common stock with a fair value of $15,000 as part of a convertible debt agreement.

During the six months ended June 30, 2015, the Company issued common stock with a fair value of $91,260 as part of a conversion of debentures.

During the six months ended June 30, 2015, the Company issued common stock with a fair value of $54,107 for the payment of accrued rent.

P. Supplemental Disclosure of Non-Cash Operating, Investing and Financing Activities:

2015

2014

Deemed dividend on extension of stock warrants

$ 395,224

$ 502,890

Financial Genetics - value of stock issued on consulting agreement

 100,000

 0

Conversions of convertible debentures to common stock

 91,260

 0

Value of stock issued for payment of accrued rent

 54,107

 0

Dynasty Wealth, Inc. - value of warrants issued on consulting agreement

 0

 460,700

Bowling Green Holdings, LLC - capital lease

 0

 420,346

Global IR Group - value of stock issued on consulting agreement

 0

 165,000

Conversions of promissory note debt to common stock

 0

 55,000

Proceeds from sale of property and equipment recorded as Receivable, net – Other

 0

 51,889

$ 640,591

$ 1,655,825

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Note 1. Operations and Summary of Significant Accounting Policies: Segment Reporting, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Segment Reporting, Policy
The Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources. The chief operating decision maker is the Chief Executive Officer.

Q. Segment Information – During 2015, the Company determined that it currently operates in one segment based on the financial information upon which the chief operating decision maker regularly assesses performance and allocates resources. The chief operating decision maker is the Chief Executive Officer.

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Note 6. Equity Transactions: Stock Option Plans Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Stock Option Plans Policy
The Company has a stock option plan approved in July 2010 (the “2010 Plan”), for directors and key employees under which 5,000,000 shares of common stock may be issued. Non-director stock option agreements, unless otherwise stated in the agreement, are 20% vested on the date of grant, with the balance vesting 20% per year over the next four years.

The Company has a stock option plan approved in May 2004, amended in June 2008 and again in August 2009 (the “2004 Plan”), for directors and key employees under which 2,500,000 shares of common stock could have been issued. No other shares can be issued from the 2004 Plan, and approximately 1,598,000 options are outstanding as of December 31, 2015. The Company also has a stock option plan approved in July 2010 (the “2010 Plan”), for directors and key employees under which 5,000,000 shares of common stock may be issued. Approximately 1,043,000 options are outstanding as of December 31, 2015. Unless otherwise stated in the stock option agreement, 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 six months from the date of grant. Options were granted in 2015 only from the 2010 Plan at the market value of the stock at date of grant, as defined in the plan.

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Note 6. Equity Transactions: Stock Option Plans, Director Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Stock Option Plans, Director Policy
The Company grants stock options to its independent directors as compensation for services performed, currently for board and committee meetings attended. All director options granted are for a period of ten years from the date of issuance and vest six (6) months from the issuance date.

The Company grants stock options to its directors as compensation for services performed. All of the options granted are for a period of ten years from the date of issuance, are pursuant to the 2010 Plan, and vest six (6) months from the issuance date. Stock option grants related to the periods covered by these financial statements include the issuance of 222,500 options from December 2013 through October 2015. These options are exercisable at prices ranging from $0.76 to $2.28. To reflect the value of the stock options granted, the Company records a non-cash charge to earnings totaling $280,033 over the requisite vesting period in selling, general and administrative expense. For the years ended December 31, 2015 and 2014, the Company recorded an expense of approximately $130,300 and $132,100, respectively. More information on these equity transactions is contained in this Form 10-K under Item 10, “Directors, Executive Officers and Corporate Governance”.

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Note 6. Equity Transactions: Stock Warrants, Modifications (Policies)
12 Months Ended

Dec. 31, 2015

Policies

Stock Warrants, Modifications
During the year ended December 31, 2014, the Board of Directors approved a plan to offer to all Company warrants holders a 25% discount on the exercise price to any warrant holder who exercises warrants, and a second 25% discount on any subsequent warrant exercise, but within a specific “discount period” and only on a temporary basis. Any warrant holder who exercised within the discount period also received a “replacement warrant” on a 1.5 to 1 basis. All other terms and conditions of all outstanding warrants remain unchanged, and the discount offer was temporary. During the discount period, five warrant holders exercised a total of 250,009 warrants at various exercise prices and were issued a total of 250,009 shares of restricted common stock and 375,014 replacement warrants. As a condition of exercise, all of the $122,177 in cash proceeds from the exercises were restricted for future payment to specific creditors as agreed upon with the warrant holders, and subsequently used to pay these creditors. In all instances the shares and the warrants issued and sold were in a private offering transaction pursuant to an exemption under Section 4(2) of the Securities Act of 1933 for transactions by an issuer not involving a public offering.

In October 2015, the Company approved a plan to modify all Company warrants by extending the time to exercise each outstanding warrant by one (1) year. All other terms and conditions of each class of warrant remain unchanged. In total, 2,679,742 warrants were affected by the expiration date extension. More information can be found in the Form 8-K filed by the Company on October 26, 2015.

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Note 6. Equity Transactions: Stock Options Fair Value Assumptions, Method Used (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Stock Options Fair Value Assumptions, Method Used
The Company records share-based compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected option term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.

The Company records compensation expense for stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected term and the expected forfeiture rate of the option. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the option.

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For each plan, identification of the award pricing model or other valuation method used in calculating the weighted average fair values disclosed. The model is also used to calculate the compensation expense that is shown within the balance sheet, income statement, and cash flow. Examples of valuation techniques are lattice models (binomial model), closed-form models (Black-Scholes-Merton formula), and a Monte Carlo simulation technique. Fair value is the amount at which an asset or liability could be bought or incurred or sold or settled in a current transaction between willing parties, that is, other than in a forced or liquidation sale. May include disclosures about the assumptions underlying application of the method selected.
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Note 7. Revenue and Major Customers: Concentration Risk, Customers (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Concentration Risk, Customers
Note 8. Revenue and Major Customers

For the six months ended June 30, 2016 and 2015, the Company’s largest customer accounted for approximately 43% and 34% of our revenues, respectively, and approximately 24% for each of the three months ended June 30, 2016 and 2015. For the six months ended June 30, 2016 and 2015, the top three customers accounted summarily for approximately 84% and 80%, respectively, and 55% and 65% for the three months ended June 30, 2016 and 2015, respectively, of the Company’s revenues. The accounts receivable balance due (which are unsecured) for these three customers at June 30, 2016 was approximately $7,800, or 52% of the accounts receivable balance.

 Customers who accounted for more than 10% of the Company’s revenue for the six months ended June 30, 2016 were: Altamonte Springs, Florida ($107,700) and Jacksonville (Fla) Electric Authority ($55,900). Customers who accounted for more than 10% of the Company’s revenue for the six months ended June 30, 2015 were: Jacksonville (Fla) Electric Authority ($228,800), Altamonte Springs, Florida ($184,300) and Merrell Brothers, (Fla) Inc. ($129,200).

 Customers who accounted for more than 10% of the Company’s revenue for the three months ended June 30, 2016 were: Dan Viro Israel ($12,300); Jacksonville (Fla) Electric Authority ($9,300) and Kicking Tires (Fla) Ranch ($6,900). Customers who accounted for more than 10% of the Company’s revenue for the three months ended June 30, 2015 were: Altamonte Springs, Florida ($78,000); Jacksonville (Fla) Electric Authority ($76,800); Merrell Brothers, (Fla) Inc. ($58,000) and Indiantown, Florida ($56,200).

The Company’s sludge processing agreement with Altamonte Springs, which was its largest customer in 2014, it’s second largest in 2015 and its largest in both the first quarter and year to date 2016 revenue, was not renewed effective April 2016 and therefore did not contribute any revenue during the second quarter. The Company’s failure to renew that agreement had a material adverse effect on its business, financial conditions and results of operations. Beginning in March 2014, the Company’s operations in Florida were voluntarily delayed for a short time while the Company moved assets and personnel to a new site in Bradley, Florida. While operations subsequently resumed, this reduction in revenue has materially reduced available cash to fund current or prior expenses incurred, remained at this lower level and then further decreased over subsequent periods to date. Total revenue for the second quarter of 2016 was approximately $51,000, an 84% decrease from the same period in 2015 and a 74% decrease from the first quarter of 2016.

A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees. Some of these contracts provide for termination of the contract by the customer after giving relatively short notice. In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts. If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

For the years ended December 31, 2015 and 2014, the Company’s largest customer accounted for approximately 31% and 22% of our revenues, respectively. The Company’s sludge processing agreement with Toho Water Authority, which was also its largest customer for the years 2011 through 2013, was not renewed at the beginning of 2014. The Company’s failure to renew that agreement has had a material adverse effect on its business, financial conditions and results of operations. For the years ended December 31, 2015 and 2014, the top three customers accounted for approximately 74% and 50%, respectively, of the Company’s revenues. The accounts receivable balance due (which are unsecured) for these three customers at December 31, 2015 and 2014 was approximately $69,000 and $99,000, respectively.

Customers who accounted for more than 10% of the Company’s revenue for the year ended December 31, 2015 were: Jacksonville (Fla) Electric Authority ($362,000); Altamonte Springs, Florida ($343,000); Merrell Brothers, Inc. ($178,000) and Indiantown, Florida ($122,000). Customers who accounted for more than 10% of the Company’s revenue for the year ended December 31, 2014 were: Altamonte Springs, Florida ($289,000); Jacksonville (Fla) Electric Authority ($235,000) and Cedar Bay (Fla) Cogenerating Co., LP ($138,000).

Beginning in March 2014, the Company’s operations in Florida were voluntarily delayed for a short time while the Company moved assets and personnel to a new site in Bradley, Florida. While operations resumed in Bradley in June 2014, this reduction in revenue, while temporary, has materially reduced available cash to fund current or prior expenses incurred. The Company’s sludge processing agreement with Altamonte Springs, which was its largest customer in 2014 and its second largest customer in 2015, representing approximately 29% of Company revenues, was not renewed effective April 2016. The Company’s failure to renew that agreement may have a material adverse effect on its business, financial conditions and results of operations.

X

- Definition
Description of risks that arise due to the volume of business transacted with a particular customer. At a minimum, the description informs financial statement users of the general nature of the risk, but excludes "Information about Major Customers" that may be disclosed elsewhere (for instance, segment disclosures).
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=64851502&loc=d3e6351-108592

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=64851502&loc=d3e6404-108592

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 16
-URI http://asc.fasb.org/extlink&oid=64851502&loc=d3e6327-108592
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Note 7. Revenue and Major Customers: Major Customers, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Major Customers, Policy
A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees. Some of these contracts provide for termination of the contract by the customer after giving relatively short notice. In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts. If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

A substantial portion of the Company's revenue is derived from services provided under contracts and agreements with existing licensees. Some of these contracts, especially those contracts with large municipalities, provide for termination of the contract by the customer after giving relatively short notice (in some cases as little as ten days). In addition, some of these contracts contain liquidated damages clauses, which may or may not be enforceable in the event of early termination of the contracts. If one or more of these contracts are terminated prior to the expiration of its term, and the Company is not able to replace revenues from the terminated contract or receive liquidated damages pursuant to the terms of the contract, the lost revenue could have a material and adverse effect on its business and financial condition.

X

- Definition
Disclosure of accounting policy for major customers. Major customers are those that the loss of such customers would have a material adverse effect on the entity.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 20
-URI http://asc.fasb.org/extlink&oid=64851502&loc=d3e6404-108592

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
-Section 50
-Paragraph 18
-URI http://asc.fasb.org/extlink&oid=64851502&loc=d3e6351-108592

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9054-108599

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 275
-SubTopic 10
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Note 8. Commitments and Contingencies: Commitments and Contingencies, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Commitments and Contingencies, Policy
The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect if any, current and future regulations may have on the operations of the Company.

The Company operates in an environment with many financial risks, including, but not limited to, major customer concentrations, customer contract termination provisions, competing technologies, infringement and/or misappropriation of intellectual property rights, the highly competitive and, at times, seasonal nature of the industry and worldwide economic conditions. Various federal, state and governmental agencies are considering, and some have adopted, laws and regulations regarding environmental protection which could adversely affect the business activities of the Company. The Company cannot predict what effect, if any, current and future regulations may have on the operations of the Company.

X

- Definition
Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=68058157&loc=d3e18780-107790

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 954
-SubTopic 450
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6491354&loc=d3e6052-115624

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-Name Accounting Standards Codification
-Topic 954
-SubTopic 450
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6491354&loc=d3e6049-115624

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
-Paragraph 8
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=68068213&loc=d3e12565-110249
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Note 8. Commitments and Contingencies: Legal Costs, Policy (Policies)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Policies

Legal Costs, Policy
From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business. Certain unsecured creditors have brought civil action against the Company related to nonpayment. The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

From time to time the Company is involved in legal proceedings and subject to claims which may arise in the ordinary course of business. Certain unsecured creditors have brought civil action against the Company related to nonpayment. The Company has not accrued any additional amount related to these charges, but continue to negotiate payment plans to satisfy these creditors.

X

- Definition
Disclosure of accounting policy for legal costs incurred to protect or defend the entity's assets and rights, or to obtain assets, including monetary damages, or to obtain rights.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=68058157&loc=d3e18780-107790

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=68058157&loc=d3e18726-107790

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section S99
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=27011672&loc=d3e149975-122751
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Note 11. Stock Options: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Tables/Schedules

Schedule of Stock Options, Valuation Assumptions

Six Months Ended June 30,

2016

2015

Expected dividend yield

 0.0%

 0.0%

Weighted average volatility

 282.3%

 288.1%

Risk free interest rate

1.3 – 1.4%

1.9%

Expected term (in years)

7

7

Year Ended December 31,

2015

2014

Expected dividend yield

0.0%

0.0%

Weighted average volatility

287.4%

287.0%

Risk free interest rate

1.4 – 1.9%

2.2 - 2.8%

Expected term (in years)

7

7

X

- Definition
Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.
+ References
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-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
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-Paragraph 2
-Subparagraph (f)(2)
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
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Note 12. Stock Warrants: Schedule of Share-based Payment Award, Stock Warrants, Valuation Assumptions (Tables)
6 Months Ended

Jun. 30, 2016

Tables/Schedules

Schedule of Share-based Payment Award, Stock Warrants, Valuation Assumptions

Six Months Ended June 30,

2016

2015

Expected dividend yield

 0.0%

 0.0%

Weighted average volatility

 282.3%

 288.1%

Risk free interest rate

1.3 – 1.4%

1.9%

Expected term (in years)

7

7

X

- Definition
Tabular disclosure of the significant assumptions used during the year to estimate the fair value of employee stock purchase plans, including, but not limited to: (a) expected term, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.
+ References
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (f)(2)
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
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Note 1. Operations and Summary of Significant Accounting Policies: Supplemental Disclosure of Non-cash Operating, Investing and Financing Activities, Policy: Schedule of Other Significant Noncash Transactions (Tables)
12 Months Ended

Dec. 31, 2015

Tables/Schedules

Schedule of Other Significant Noncash Transactions

2015

2014

Deemed dividend on extension of stock warrants

$ 395,224

$ 502,890

Financial Genetics - value of stock issued on consulting agreement

 100,000

 0

Conversions of convertible debentures to common stock

 91,260

 0

Value of stock issued for payment of accrued rent

 54,107

 0

Dynasty Wealth, Inc. - value of warrants issued on consulting agreement

 0

 460,700

Bowling Green Holdings, LLC - capital lease

 0

 420,346

Global IR Group - value of stock issued on consulting agreement

 0

 165,000

Conversions of promissory note debt to common stock

 0

 55,000

Proceeds from sale of property and equipment recorded as Receivable, net – Other

 0

 51,889

$ 640,591

$ 1,655,825

X

- Definition
Tabular disclosure of noncash investing and financing activities, classified as other.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586

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-SubTopic 10
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Note 2. Balance Sheet Data: Property and Equipment (Tables)
12 Months Ended

Dec. 31, 2015

Tables/Schedules

Property and Equipment

2015

2014

Buildings and leasehold improvements

$476,603

$452,362

Equipment

1,162,779

2,280,636

Equipment - idle

213,429

0

Furniture, fixtures and computers

55,383

57,503

1,908,194

2,790,501

Less accumulated depreciation

1,415,218

1,791,649

Totals

$492,976

$998,852

X

- Definition
Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(13))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
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Note 2. Balance Sheet Data: Deferred Costs - Stock and Warrants issued for services Disclosure (Tables)
12 Months Ended

Dec. 31, 2015

Tables/Schedules

Deferred Costs - Stock and Warrants issued for services Disclosure

2015

2014

Deferred costs - Financial Genetics, LLC, less accumulated amortization (2015 - $45,833)

$54,167

$0

Deferred costs - Strategic Asset Management, Inc., less accumulated amortization (2015 - $1,011,500; 2014 - $886,249)

0

125,251

Deferred costs - Dynasty Wealth, Inc., less accumulated amortization (2015 - $460,700; 2014 - $134,371)

0

326,329

Deferred costs - Global IR Group, Inc., less accumulated amortization (2015 - $165,000; 2014 - $18,792)

0

146,208

$54,167

$597,788

X

- Definition
Tabular disclosure of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer; the aggregate carrying amount of current assets, not separately presented elsewhere in the balance sheet; and other deferred costs.
+ References
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.5-02.17)
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Note 2. Balance Sheet Data: Schedule of Accrued Liabilities (Tables)
12 Months Ended

Dec. 31, 2015

Tables/Schedules

Schedule of Accrued Liabilities

2015

2014

Accrued payroll and employee benefits

$95,125

$157,456

Deferred compensation payable

160,670

124,306

Interest payable

63,830

38,445

$319,625

$320,207

X

- Definition
Tabular disclosure of the components of accrued liabilities.
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Note 3. Pledged Assets and Long-term Debt: Schedule of Long-term Debt (Tables)
12 Months Ended

Dec. 31, 2015

Tables/Schedules

Schedule of Long-term Debt

2015

2014

Notes payable - related party (David Kasmoch)

$200,000

$200,000

Pension withdrawal liability

408,031

389,389

Convertible debentures

365,000

455,000

Notes payable - equipment vendors

6,182

32,818

Note payable - related party (Ltd.)

0

44,480

Note payable - insurance

32,830

36,550

Convertible note payable, net of discount

43,575

0

1,055,618

1,158,237

Less current maturities

1,055,618

831,583

$0

$326,654

X

- Definition
Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.
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Note 4. Capital Lease, in Default: Schedule of Capital Leased Assets (Tables)
12 Months Ended

Dec. 31, 2015

Tables/Schedules

Schedule of Capital Leased Assets

2015

2014

Leased real property at Bradley, Florida - BGH

$420,346

$420,346

Less accumulated depreciation

133,111

49,040

$287,235

$371,306

X

- Definition
Tabular disclosure of long-lived, depreciable assets that are subject to a lease meeting the criteria for capitalization and are used in the normal conduct of business to produce goods and services. Examples may include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 840
-SubTopic 30
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6455398&loc=d3e45280-112737
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Note 4. Capital Lease, in Default: Schedule of Future Minimum Lease Payments for Capital Leases (Tables)
12 Months Ended

Dec. 31, 2015

Tables/Schedules

Schedule of Future Minimum Lease Payments for Capital Leases

amount

2016

$220,000

2017

120,000

2018

120,000

2019

50,000

Total minimum lease payments

510,000

Less amount representing interest

134,564

Present value of lease payments

$375,436

Current maturities

$133,436

Non-current maturities

$242,000

X

- Definition
Tabular disclosure of future minimum lease payments as of the date of the latest balance sheet presented, in aggregate and for each of the five years succeeding fiscal years, with separate deductions from the total for the amount representing executor costs, including any profit thereon, included in the minimum lease payments and for the amount of the imputed interest necessary to reduce the net minimum lease payments to present value.
+ References
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-Paragraph 1
-Subparagraph (b)
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Note 6. Equity Transactions: Schedule of Stock Options, Activity (Tables)
12 Months Ended

Dec. 31, 2015

Tables/Schedules

Schedule of Stock Options, Activity

2015

2014

Shares

Weighted Average Exercise Price

Shares

Weighted Average Exercise Price

Outstanding, beginning of year

2,515,231

$1.91

2,210,981

$2.10

Granted

165,000

$1.84

377,500

$0.84

Exercised

1,250

$1.65

2,500

$1.90

Forfeited/expired during the year

38,750

$1.93

70,750

$2.33

Outstanding, end of year

2,640,231

$1.90

2,515,231

$1.91

Eligible for exercise at end of year

2,615,231

$1.91

2,442,731

$1.92

Weighted average fair value per option for options granted during the year

$1.84

$0.84

Options expected to vest over the life of the Plan

2,640,231

2,515,231

X

- Definition
Tabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for share options (or share units) that were outstanding at the beginning and end of the year, vested and expected to vest, exercisable or convertible at the end of the year, and the number of share options or share units that were granted, exercised or converted, forfeited, and expired during the year.
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-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (c)(1)
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Note 6. Equity Transactions: Schedule of Stock Options, Valuation Assumptions (Tables)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Tables/Schedules

Schedule of Stock Options, Valuation Assumptions

Six Months Ended June 30,

2016

2015

Expected dividend yield

 0.0%

 0.0%

Weighted average volatility

 282.3%

 288.1%

Risk free interest rate

1.3 – 1.4%

1.9%

Expected term (in years)

7

7

Year Ended December 31,

2015

2014

Expected dividend yield

0.0%

0.0%

Weighted average volatility

287.4%

287.0%

Risk free interest rate

1.4 – 1.9%

2.2 - 2.8%

Expected term (in years)

7

7

X

- Definition
Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.
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-Topic 718
-SubTopic 10
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-Paragraph 2
-Subparagraph (f)(2)
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Note 6. Equity Transactions: Schedule of Stock Warrants, Activity (Tables)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Tables/Schedules

Schedule of Stock Warrants, Activity
Note 12. Stock Warrants

The Company records compensation expense for stock warrants based on the estimated fair value of the warrants on the date of grant using the Black-Scholes valuation model. The Company uses historical data among other factors to estimate the expected price volatility, the expected warrant term and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant.

The following assumptions were used to estimate the fair value of stock warrants issued:

Six Months Ended June 30,

2016

2015

Expected dividend yield

 0.0%

 0.0%

Weighted average volatility

 282.3%

 288.1%

Risk free interest rate

1.3 – 1.4%

1.9%

Expected term (in years)

7

7

In April 2016, the Company issued 50,000 warrants in connection with a share purchase agreement for the sale of 100,000 shares of the Company’s stock. More details can be found in Note 10, Common Stock.

In June 2016, the Company issued a total of 476,000 warrants to two parties in connection with the debt financing with JMJ Financial. More details can be found in Note 3, Notes Payable.

Approximately 3,210,000 warrants are eligible for exercise at a weighted average exercise price of $1.04 per warrant, as of June 30, 2016.

2015

2014

Warrants (Underlying Shares)

Weighted Average Exercise Price

Warrants (Underlying Shares)

Weighted Average Exercise Price

Outstanding, beginning of year

2,624,142

$1.04

1,849,585

$1.04

Granted

78,000

$1.50

1,049,566

$0.96

Exercised

22,400

$1.00

250,009

$0.65

Forfeited/expired during the year

0

$0

25,000

$1.00

Outstanding, end of year

2,679,742

$1.06

2,624,142

$1.04

Eligible for exercise at end of year

2,679,742

$1.06

2,624,142

$1.04

Weighted average fair value per warrant for warrants granted during the year

$1.50

$0.96

Share Reserves for Outstanding Warrants

2,679,742

2,624,142

X

- Definition
Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.4-08(i))
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-Paragraph 1
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Note 9. Income Tax Matters: Schedule of Deferred Tax Assets and Liabilities (Tables)
12 Months Ended

Dec. 31, 2015

Tables/Schedules

Schedule of Deferred Tax Assets and Liabilities

2015

2014

Gross deferred tax liabilities:

Property and equipment and intangible assets

0

(68,700)

Gross deferred tax assets:

Loss carryforwards

6,465,100

6,016,600

Property and equipment and intangible assets

55,600

0

Pension plan withdrawal exp in excess of payments

138,700

132,400

Stock options and warrants

1,593,900

1,396,100

Subsidiary acquisition basis step up

21,400

42,800

Allowance for doubtful accounts

11,200

34,400

Deferred compensation and unpaid salaries

86,900

95,800

Litigation settlement - non-cash portion

54,500

54,500

Other

100

400

Less valuation allowance

(8,427,400)

(7,704,300)

0

0

X

- Definition
Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
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-SubTopic 10
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-Paragraph 2
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Note 9. Income Tax Matters: Schedule of Components of Income Tax Expense (Benefit) (Tables)
12 Months Ended

Dec. 31, 2015

Tables/Schedules

Schedule of Components of Income Tax Expense (Benefit)

2015

2014

Provision at statutory rate

(773,200)

(598,500)

(Decrease) increase in income taxes resulting from:

Change in valuation allowance

723,100

587,500

Penalties

49,400

8,100

Other

700

2,900

$0

$0

X

- Definition
Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
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Note 2. Notes Receivable (Details) - USD ($)

May 31, 2016

Jan. 31, 2016

N-Viro Energy Limited

Notes Receivable, Related Parties, Current $ 120,000 $ 55,000

X

- Definition
Amounts due from parties associated with the reporting entity as evidenced by a written promise to pay, due within 1 year (or 1 business cycle).
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-Paragraph 1
-Subparagraph (d)
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-Subparagraph (SX 210.5-02.3(a)(2))
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-Glossary Related Parties
-URI http://asc.fasb.org/extlink&oid=16382449

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Note 3. Notes Payable (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended

Dec. 31, 2015

Jun. 30, 2016

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Mar. 31, 2016

Mar. 04, 2016

Jan. 15, 2016

Sep. 30, 2014

Debt Instrument, Interest Rate, Stated Percentage 10.00% 10.00%

Convertible Debt, Current $ 365,000 $ 365,000 $ 365,000 $ 365,000 $ 455,000

Short-term Debt, Percentage Bearing Fixed Interest Rate 9.00% 9.00%

Unsecured Debt, Current $ 9,337 $ 9,337

Debt Instrument, Convertible, Terms of Conversion Feature The holder can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent.

Repayments of Convertible Debt (293,500) $ 0 0 $ 0

Craft Capital Management, LLC

Payments of Debt Issuance Costs 31,500 6,950

Debt Issuance Costs Incurred During Noncash or Partial Noncash Transaction $ 19,900 $ 3,000

holders of the 2009 Debentures

Debt Default, Short-term Debt, Amount $ 365,000 $ 365,000

Debt Instrument, Interest Rate, Stated Percentage 8.00% 8.00% 8.00% 8.00%

Debt Instrument, Convertible, Conversion Price $ 2.00 $ 2.00 $ 2.00 $ 2.00

Convertible Debt, Current $ 365,000 $ 365,000 $ 365,000 $ 365,000

JSJ Investments, Inc.

Debt Instrument, Interest Rate, Stated Percentage 10.00% 10.00%

Debt Instrument, Face Amount $ 125,000 $ 125,000 $ 125,000

Debt Instrument, Convertible, Terms of Conversion Feature JSJ could elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent.

Repayments of Convertible Debt 190,300

Debt Instrument, Periodic Payment, Interest $ 62,500

JMJ Financial

Debt Instrument, Interest Rate, Stated Percentage 12.00% 12.00% 12.00%

Debt Instrument, Face Amount $ 100,000 $ 100,000 100,000

Debt Instrument, Convertible, Terms of Conversion Feature After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent.

Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net 57,920 $ 57,920

Debt Instrument, Convertible, Carrying Amount of Equity Component $ 42,080 $ 42,080

JMJ Financial 2

Debt Instrument, Interest Rate, Stated Percentage 10.00% 10.00%

Debt Instrument, Face Amount $ 585,000 $ 585,000

Debt Instrument, Convertible, Terms of Conversion Feature The JMJ Note #2 is due and payable on June 13, 2017 and is convertible at the lesser of $0.90 or 75% of the lowest trade price in the 25 trading days previous to the conversion date. The JMJ Note #2 is convertible at the sole option of JMJ.

Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net $ 557,375 557,375

Debt Instrument, Convertible, Carrying Amount of Equity Component $ 27,625 $ 27,625

Debt Instrument, Convertible, Type of Equity Security The Company also agreed to file an S-1 Registration Statement (“S-1”) to register the resale of the shares of common stock issuable upon conversion of the JMJ Note #2 as well as the resale of 455,000 warrants issued to JMJ in connection with this transaction. The S-1 is required to include 5,000,000 shares of common stock for potential resale of the securities issuable upon conversion of the JMJ Note #2 and exercise of the warrants.

Tangiers Investment Group, LLC

Debt Instrument, Interest Rate, Stated Percentage 10.00%

Debt Instrument, Face Amount 58,500

Debt Instrument, Convertible, Terms of Conversion Feature At any time Tangiers could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. At any time Tangiers can elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent.

Repayments of Convertible Debt $ 81,900

Debt Instrument, Periodic Payment, Interest $ 17,600

Tangiers Global, LLC

Debt Instrument, Face Amount $ 110,000

Debt Instrument, Convertible, Terms of Conversion Feature At any time Tangiers Global could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,400,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent.

Repayments of Convertible Debt $ 121,000

Debt Instrument, Periodic Payment, Interest 11,000

Central States Southeast and Southwest Areas Pension Fund

Debt Default, Short-term Debt, Amount 408,031 408,031

Liabilities Subject to Compromise, Pension and Other Postretirement Obligations 408,031 417,842 $ 417,842 408,031 $ 415,000

David and Edna Kasmoch

Debt Default, Short-term Debt, Amount $ 200,000 $ 200,000 $ 200,000 $ 200,000

Debt Instrument, Interest Rate, Stated Percentage 12.00% 12.00% 12.00% 12.00%

Debt Default, Short-term Debt, Description of Notice of Default In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note as well as defaulted payments under the related BGH capital lease discussed in Note 4, along with additional accrued interest and penalties.

X

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The portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
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Note 4. Capital Lease, in Default (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

Jun. 01, 2014

Capital Leases, Income Statement, Interest Expense $ 53,424 $ 35,508

Bowling Green Holdings, LLC

Capital Lease Obligations $ 375,436 $ 375,436 375,436 405,930 $ 420,346

Capital Leases, Income Statement, Amortization Expense 42,014 $ 21,007 42,014 $ 21,007 $ 84,071 $ 49,040

Capital Leases, Income Statement, Interest Expense $ 11,054 $ 13,677 $ 22,800 $ 27,952

X

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Note 5. Commitments and Contingencies (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Due to Officers or Stockholders, Current $ 264,000 $ 264,000 $ 255,800

Operating Leases, Rent Expense, Net 29,300 $ 35,500 58,500 $ 64,700

Deerpoint Development Co., Ltd

Operating Leases, Rent Expense, Minimum Rentals $ 40,800

Operating Leases, Rent Expense, Net 20,400 23,000 43,400 $ 40,800

A-C Valley Industrial Park

Operating Leases, Rent Expense, Net 3,000 3,000 6,000 6,000 12,000 12,000

D&B Colon Leasing, LLC

Operating Leases, Rent Expense, Net 0 3,600 0 3,600

Caterpillar Financial

Operating Leases, Rent Expense, Minimum Rentals $ 28,400 37,900

Operating Leases, Rent Expense, Net 18,930 9,465 18,930 9,465

Timothy R. Kasmoch

Officers' Compensation 150,000 150,000

Operating Leases, Rent Expense, Net $ 6,600 $ 6,600 $ 13,200 $ 13,200 26,400 $ 19,800

Robert W. Bohmer

Officers' Compensation 57,200 57,200

James K. McHugh

Officers' Compensation $ 125,000 $ 125,000

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Note 10. Common Stock (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

Dec. 31, 2012

Apr. 11, 2016

Oct. 31, 2015

Apr. 30, 2015

Sale of Stock, Number of Shares Issued in Transaction 100,000

Sale of Stock, Price Per Share $ 1.00 $ 1.00 $ 1.25 $ 1.00

Independent directors

Stock Issued During Period, Shares, Issued for Services 3,192 4,652 9,414 25,357

Issuance of Stock and Warrants for Services or Claims $ 3,000 $ 4,000

Stock Issued During Period, Value, Issued for Services $ 13,000 $ 26,500

Strategic Asset Management, Inc.

Stock Issued During Period, Shares, Issued for Services 300,000

Share-based Goods and Nonemployee Services Transaction, Capitalized Cost $ 421,300

Issuance of Stock and Warrants for Services or Claims $ 0 $ 91,100 0 $ 125,200

Dynasty Wealth, Inc.

Share-based Goods and Nonemployee Services Transaction, Capitalized Cost $ 460,700

Issuance of Stock and Warrants for Services or Claims 0 115,200 0 230,400

Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued 350,000

Global IR Group, Inc

Stock Issued During Period, Shares, Issued for Services 100,000

Share-based Goods and Nonemployee Services Transaction, Capitalized Cost $ 165,000

Issuance of Stock and Warrants for Services or Claims 0 105,000 0 146,200

Financial Genetics, LLC

Stock Issued During Period, Shares, Issued for Services 100,000

Share-based Goods and Nonemployee Services Transaction, Capitalized Cost $ 100,000

Issuance of Stock and Warrants for Services or Claims $ 25,000 0 50,000 0

Arrowroot Partners, LLC

Stock Issued During Period, Shares, Issued for Services 15,460

Stock Issued During Period, Value, Issued for Services $ 15,000

M & T Business Consultants, Inc.

Stock Issued During Period, Shares, Issued for Services 325,000 50,000

Share-based Goods and Nonemployee Services Transaction, Capitalized Cost $ 43,000

Issuance of Stock and Warrants for Services or Claims $ 9,214 0 43,000 0

Stock Issued During Period, Value, Issued for Services $ 43,000

Triumph Investor Relations, Inc.

Stock Issued During Period, Shares, Issued for Services 75,000

Share-based Goods and Nonemployee Services Transaction, Capitalized Cost $ 72,750

Issuance of Stock and Warrants for Services or Claims 18,188 0

M & T Business Consultants, Inc. 2

Share-based Goods and Nonemployee Services Transaction, Capitalized Cost 292,500

Issuance of Stock and Warrants for Services or Claims $ 9,538 $ 0 $ 9,538 $ 0

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Note 11. Stock Options: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)

Jun. 30, 2016

Dec. 31, 2015

Jun. 30, 2015

Dec. 31, 2014

Details

Fair Value Assumptions, Expected Dividend Rate 0.00% 0.00% 0.00% 0.00%

Fair Value Assumptions, Weighted Average Volatility Rate 282.30% 287.40% 288.10% 287.00%

Fair Value Assumptions, Risk Free Interest Rate 1.30% 1.40% 1.90% 2.20%

Fair Value Assumptions, Expected Term 7 years 7 years 7 years 7 years

X

- Definition
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Note 11. Stock Options (Details) - USD ($)
3 Months Ended 6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number 2,640,231 2,515,231

Independent directors

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures 36,000

Noninterest Expense Directors Fees $ 14,300 $ 21,500 $ 30,100 $ 67,300

The 2004 Stock Option Plan

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number 1,588,000 1,588,000

The 2010 Stock Option Plan

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number 1,079,000 1,079,000

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- Definition
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Note 12. Stock Warrants: Schedule of Share-based Payment Award, Stock Warrants, Valuation Assumptions (Details)

Jun. 30, 2016

Dec. 31, 2015

Jun. 30, 2015

Dec. 31, 2014

Details

Fair Value Assumptions, Expected Dividend Rate 0.00% 0.00% 0.00% 0.00%

Fair Value Assumptions, Weighted Average Volatility Rate 282.30% 287.40% 288.10% 287.00%

Fair Value Assumptions, Risk Free Interest Rate 1.30% 1.40% 1.90% 2.20%

Fair Value Assumptions, Expected Term 7 years 7 years 7 years 7 years

X

- Definition
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Note 12. Stock Warrants (Details) - $ / shares
3 Months Ended

Jun. 30, 2016

Dec. 31, 2015

Dec. 31, 2014

Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number 3,210,000 2,679,742 2,624,142

Class of Warrant or Right, Exercise Price of Warrants or Rights $ 1.04

JMJ Financial 2

Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Period Increase (Decrease) 476,000

X

- Definition
Exercise price per share or per unit of warrants or rights outstanding.
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Note 13. Income Tax: Income Tax, Policy (Details)
3 Months Ended 6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Details

Effective Income Tax Rate Reconciliation, Percent 0.00% 0.00% 0.00% 0.00%

X

- Definition
Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.
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Note 14. Gain On Extinguishment of Liabilities (Details) - USD ($)
3 Months Ended 6 Months Ended

Jun. 30, 2016

Jun. 30, 2016

County of Volusia, Florida

Extinguishment of Debt, Amount $ 107,870 $ 107,870

X

- Definition
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Note 15. Supplemental Disclosure of Cash Flows Information (Details) - USD ($)
6 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Interest Paid $ 107,509 $ 61,471

Other Significant Noncash Transaction, Value of Consideration Given 54,107

holders of the 2009 Debentures

Other Significant Noncash Transaction, Value of Consideration Given $ 91,260

X

- Definition
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Note 16. Subsequent Events (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended

Sep. 30, 2016

Jun. 30, 2016

Dec. 31, 2015

Dec. 31, 2014

Wilson Nixon

Stock Issued During Period, Shares, Issued for Services 200,000

Share-based Goods and Nonemployee Services Transaction, Capitalized Cost $ 150,000

JMJ Financial

Stock Issued During Period, Shares, Conversion of Convertible Securities 70,000

Debt Conversion, Converted Instrument, Amount $ 27,915

Independent directors

Stock Issued During Period, Shares, Issued for Services 3,192 4,652 9,414 25,357

Issuance of Stock and Warrants for Services or Claims $ 3,000 $ 4,000

X

- Definition
The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
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Note 1. Operations and Summary of Significant Accounting Policies: Property and Equipment, Policy (Details) - USD ($)
12 Months Ended

Dec. 31, 2015

Dec. 31, 2014

Details

Depreciation $ 225,613 $ 179,743

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Note 1. Operations and Summary of Significant Accounting Policies: Intangible Assets, Policy (Details) - USD ($)
12 Months Ended

Dec. 31, 2015

Dec. 31, 2014

Details

Amortization of Intangible Assets $ 0 $ 7,941

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Note 1. Operations and Summary of Significant Accounting Policies: Loss Per Common Share, Policy (Details) - shares
12 Months Ended

Dec. 31, 2015

Dec. 31, 2014

Details

Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 2,640,231 2,615,231

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Note 2. Balance Sheet Data: Property and Equipment (Details) - USD ($)

Dec. 31, 2015

Dec. 31, 2014

Details

Buildings and Improvements, Gross $ 476,603 $ 452,362

Machinery and Equipment, Gross 1,162,779 2,280,636

Property, Plant and Equipment, Other, Gross 213,429 0

Furniture and Fixtures, Gross 55,383 57,503

Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment $ 1,415,218 $ 1,791,649

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Note 2. Balance Sheet Data (Details) - USD ($)
12 Months Ended

Dec. 31, 2015

Dec. 31, 2014

Details

Stock Issued During Period, Value, Share-based Compensation, Gross $ 728,500 $ 446,800

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Note 2. Balance Sheet Data: Deferred Costs - Stock and Warrants issued for services Disclosure (Details) - USD ($)

Jun. 30, 2016

Dec. 31, 2015

Dec. 31, 2014

Deferred Costs, Current $ 341,691 $ 54,167 $ 597,789

Financial Genetics, LLC

Deferred Costs, Current 54,167 0

Strategic Asset Management, Inc.

Deferred Costs, Current 0 125,251

Dynasty Wealth, Inc.

Deferred Costs, Current 0 326,329

Global IR Group, Inc

Deferred Costs, Current $ 0 $ 146,208

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Note 2. Balance Sheet Data: Schedule of Accrued Liabilities (Details) - USD ($)

Dec. 31, 2015

Dec. 31, 2014

Details

Accrued Salaries, Current $ 95,125 $ 157,456

Deferred Compensation Liability, Current 160,670 124,306

Interest Payable, Current $ 63,830 $ 38,445

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Note 3. Pledged Assets and Long-term Debt (Details) - USD ($)
1 Months Ended

Dec. 31, 2015

Jun. 30, 2016

Feb. 01, 2016

Dec. 31, 2014

Sep. 30, 2014

Debt Instrument, Interest Rate, Stated Percentage 10.00%

Secured Debt, Current $ 6,200

Debt Instrument, Convertible, Terms of Conversion Feature The holder can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent.

Debt Instrument, Unamortized Discount $ 81,425

holders of the 2009 Debentures

Debt Default, Short-term Debt, Amount $ 365,000

Debt Instrument, Interest Rate, Stated Percentage 8.00% 8.00%

Debt Instrument, Convertible, Conversion Price $ 2.00 $ 2.00

Central States Southeast and Southwest Areas Pension Fund

Debt Default, Short-term Debt, Amount $ 408,031

Liabilities Subject to Compromise, Pension and Other Postretirement Obligations 408,031 $ 417,842 $ 415,000

Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid $ 312,000

David and Edna Kasmoch

Debt Default, Short-term Debt, Amount $ 200,000 $ 200,000

Debt Instrument, Interest Rate, Stated Percentage 12.00% 12.00%

N-Viro Energy Limited

Debt Instrument, Interest Rate, Stated Percentage 5.00%

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Note 3. Pledged Assets and Long-term Debt: Schedule of Long-term Debt (Details) - USD ($)

Jun. 30, 2016

Dec. 31, 2015

Dec. 31, 2014

Notes Payable, Related Parties, Current $ 200,000 $ 200,000 $ 244,480

Pension and Other Postretirement Defined Benefit Plans, Current Liabilities 417,842 408,031 68,917

Convertible Debt, Current 365,000 365,000 455,000

Other Notes Payable, Current 6,182 32,818

Notes Payable to Bank, Current 32,830 36,550

Convertible Notes Payable, Current $ 27,625 34,193 0

Long-term Debt, Current Maturities 1,055,618 831,583

Central States Southeast and Southwest Areas Pension Fund

Pension and Other Postretirement Defined Benefit Plans, Current Liabilities 408,031 389,389

David and Edna Kasmoch

Notes Payable, Related Parties, Current 200,000 200,000

N-Viro Energy Limited

Notes Payable, Related Parties $ 0 $ 44,480

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Note 4. Capital Lease, in Default: Schedule of Capital Leased Assets (Details) - USD ($)

Dec. 31, 2015

Dec. 31, 2014

Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation $ 133,111 $ 49,040

Bowling Green Holdings, LLC

Capital Leased Assets, Gross $ 420,346 $ 420,346

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Note 4. Capital Lease, in Default: Schedule of Future Minimum Lease Payments for Capital Leases (Details)

Dec. 31, 2015

USD ($)

Details

Capital Leases, Future Minimum Payments Due, Next Twelve Months $ 220,000

Capital Leases, Future Minimum Payments Due in Two Years 120,000

Capital Leases, Future Minimum Payments Due in Three Years 120,000

Capital Leases, Future Minimum Payments Due in Four Years 50,000

Capital Leases, Future Minimum Payments Due 510,000

Capital Leases, Future Minimum Payments, Interest Included in Payments 134,564

Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments $ 375,436

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Note 5. Related Party Transactions (Details) - Gardenscape - USD ($)
12 Months Ended

Dec. 31, 2015

Dec. 31, 2014

Proceeds from Sale of Other Property, Plant, and Equipment $ 81,275

Direct Costs of Leased and Rented Property or Equipment $ 48,500 $ 27,000

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Note 6. Equity Transactions (Details) - USD ($)
3 Months Ended 4 Months Ended 5 Months Ended 6 Months Ended 12 Months Ended

Sep. 30, 2016

Apr. 30, 2015

Oct. 31, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

Apr. 11, 2016

Stock Issued During Period in lieu of rent $ 0 $ 122,177

Stock Issued During Period, Shares, New Issues 156,000 604,650

Sale of Stock, Price Per Share $ 1.00 $ 1.25 $ 1.00 $ 1.00

Stock Issued During Period, Shares, Treasury Stock Reissued 30,000 91,500

Proceeds from Issuance of Common Stock $ 410,000

Independent directors

Stock Issued During Period, Shares, Issued for Services 3,192 4,652 9,414 25,357

Stock Issued During Period, Value, Issued for Services $ 13,000 $ 26,500

Thomas W. Muldowney

Stock Issued During Period, Shares, Issued for Services 13,028

Deerpoint Development Co., Ltd

Stock Issued During Period in lieu of rent $ 20,400 $ 10,200

Stock Issued During Period, Shares, Issued for Services 16,106

Shares Issued, Price Per Share $ 1.43

DBColonLeasingMember

Stock Issued During Period in lieu of rent $ 27,500

Stock Issued During Period, Shares, Issued for Services 20,997

Shares Issued, Price Per Share $ 1.48

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Note 6. Equity Transactions: Stock Option Plans, Director Policy (Details) - USD ($)
12 Months Ended

Dec. 31, 2015

Dec. 31, 2014

Independent directors

Stock Option Plan Expense - Directors $ 130,300 $ 132,100

X

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Note 6. Equity Transactions: Stock Warrants, Modifications (Details) - USD ($)
6 Months Ended 12 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2015

Dec. 31, 2014

Details

Proceeds from Warrant Exercises $ 0 $ 0 $ 0 $ 121,952

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Note 6. Equity Transactions: Schedule of Stock Options, Activity (Details) - $ / shares

Dec. 31, 2015

Dec. 31, 2014

Details

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 165,000 377,500

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period 1,250 2,500

Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price $ 1.65 $ 1.90

Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares 38,750 70,750

Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price $ 1.93 $ 2.33

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number 2,640,231 2,515,231

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price $ 1.90 $ 1.91

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number 2,615,231 2,442,731

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price $ 1.91 $ 1.92

Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price $ 1.84 $ 0.84

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number 2,640,231 2,515,231

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Note 6. Equity Transactions: Schedule of Stock Options, Valuation Assumptions (Details)

Jun. 30, 2016

Dec. 31, 2015

Jun. 30, 2015

Dec. 31, 2014

Details

Fair Value Assumptions, Expected Dividend Rate 0.00% 0.00% 0.00% 0.00%

Fair Value Assumptions, Weighted Average Volatility Rate 282.30% 287.40% 288.10% 287.00%

Fair Value Assumptions, Risk Free Interest Rate 1.30% 1.40% 1.90% 2.20%

Fair Value Assumptions, Expected Term 7 years 7 years 7 years 7 years

X

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Note 6. Equity Transactions: Schedule of Stock Warrants, Activity (Details) - shares

Dec. 31, 2015

Dec. 31, 2014

Jun. 30, 2016

Details

Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised 22,400 250,009

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period 0 25,000

Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number 2,679,742 2,624,142 3,210,000

X

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Note 8. Commitments and Contingencies (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended

Jun. 30, 2016

Jun. 30, 2015

Jun. 30, 2016

Jun. 30, 2015

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Due to Officers or Stockholders, Current $ 264,000 $ 264,000 $ 255,800

Settlement Liabilities, Current 2,000 $ 16,000

Operating Leases, Rent Expense, Net 29,300 $ 35,500 58,500 $ 64,700

Deerpoint Development Co., Ltd

Operating Leases, Rent Expense, Minimum Rentals $ 40,800

Operating Leases, Rent Expense, Net 20,400 23,000 43,400 40,800

A-C Valley Industrial Park

Operating Leases, Rent Expense, Net 3,000 3,000 6,000 6,000 12,000 12,000

DBColonLeasingMember

Operating Leases, Rent Expense, Net 3,600 22,500

County of Volusia, Florida

Operating Leases, Rent Expense, Net 0 15,000

Caterpillar Financial

Operating Leases, Rent Expense, Minimum Rentals $ 28,400 37,900

Operating Leases, Rent Expense, Net 18,930 9,465 18,930 9,465

Timothy R. Kasmoch

Officers' Compensation 150,000 150,000

Operating Leases, Rent Expense, Net $ 6,600 $ 6,600 $ 13,200 $ 13,200 26,400 $ 19,800

Robert W. Bohmer

Officers' Compensation 57,200 57,200

James K. McHugh

Officers' Compensation $ 125,000 $ 125,000

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Note 9. Income Tax Matters: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)

Dec. 31, 2015

Dec. 31, 2014

Details

Deferred Tax Liabilities, Property, Plant and Equipment $ 0 $ (68,700)

Deferred Tax Assets, Operating Loss Carryforwards 6,465,100 6,016,600

Deferred Tax Assets, Property, Plant and Equipment 55,600 0

Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Postretirement Benefits 138,700 132,400

Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost 1,593,900 1,396,100

Deferred Tax Assets, Investment in Subsidiaries 21,400 42,800

Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts 11,200 34,400

Deferred Tax Assets, Other 100 400

Deferred Tax Assets, Valuation Allowance $ (8,427,400) $ (7,704,300)

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Note 9. Income Tax Matters: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($)

Dec. 31, 2015

Dec. 31, 2014

Details

Current Income Tax Expense (Benefit) $ (773,200) $ (598,500)

Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount 723,100 587,500

Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount 49,400 8,100

Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount $ 700 $ 2,900

X

- Definition
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Note 9. Income Tax Matters (Details)

Dec. 31, 2015

USD ($)

Details

Operating Loss Carryforwards $ 19,000,000

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Note 10. Subsequent Events (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended

Jul. 15, 2016

Mar. 04, 2016

Dec. 31, 2015

Jun. 30, 2016

Mar. 31, 2016

Jun. 30, 2016

Dec. 31, 2016

Jan. 21, 2016

Jan. 15, 2016

Dec. 31, 2014

Debt Instrument, Interest Rate, Stated Percentage 10.00%

Debt Instrument, Convertible, Terms of Conversion Feature The holder can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent.

Arrowroot Partners, LLC

Stock Issued During Period, Shares, Issued for Services 15,460

Stock Issued During Period, Value, Issued for Services $ 15,000

M & T Business Consultants, Inc.

Stock Issued During Period, Shares, Issued for Services 325,000 50,000

Stock Issued During Period, Value, Issued for Services $ 43,000

N-Viro Energy Limited

Debt Instrument, Interest Rate, Stated Percentage 5.00%

Notes Receivable, Related Parties $ 55,000

JMJ Financial

Debt Instrument, Interest Rate, Stated Percentage 12.00% 12.00% 12.00%

Debt Instrument, Convertible, Earliest Date Jul. 15, 2016

Debt Instrument, Convertible, Terms of Conversion Feature After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent.

Tangiers Investment Group, LLC

Debt Instrument, Interest Rate, Stated Percentage 10.00%

Debt Instrument, Convertible, Earliest Date Mar. 04, 2016

Debt Instrument, Convertible, Terms of Conversion Feature At any time Tangiers could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent. At any time Tangiers can elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent.

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Operations and Summary of Significant Accounting Policies: Loss Per Common Share, Policy (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesLossPerCommonSharePolicyPolicies Note 1. Operations and Summary of Significant Accounting Policies: Loss Per Common Share, Policy (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 54 false false R55.htm 000550 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Stock Warrants, Policy (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesStockWarrantsPolicyPolicies Note 1. Operations and Summary of Significant Accounting Policies: Stock Warrants, Policy (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 55 false false R56.htm 000560 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: New Accounting Standards, Policy (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesNewAccountingStandardsPolicyPolicies Note 1. Operations and Summary of Significant Accounting Policies: New Accounting Standards, Policy (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 56 false false R57.htm 000570 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Income Tax, Policy (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesIncomeTaxPolicyPolicies Note 1. Operations and Summary of Significant Accounting Policies: Income Tax, Policy (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 57 false false R58.htm 000580 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Supplemental Disclosure of Non-cash Operating, Investing and Financing Activities, Policy (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesSupplementalDisclosureOfNonCashOperatingInvestingAndFinancingActivitiesPolicyPolicies Note 1. Operations and Summary of Significant Accounting Policies: Supplemental Disclosure of Non-cash Operating, Investing and Financing Activities, Policy (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 58 false false R59.htm 000590 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Segment Reporting, Policy (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesSegmentReportingPolicyPolicies Note 1. Operations and Summary of Significant Accounting Policies: Segment Reporting, Policy (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 59 false false R60.htm 000600 - Disclosure - Note 6. Equity Transactions: Stock Option Plans Policy (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsStockOptionPlansPolicyPolicies Note 6. Equity Transactions: Stock Option Plans Policy (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 60 false false R61.htm 000610 - Disclosure - Note 6. Equity Transactions: Stock Option Plans, Director Policy (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsStockOptionPlansDirectorPolicyPolicies Note 6. Equity Transactions: Stock Option Plans, Director Policy (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 61 false false R62.htm 000620 - Disclosure - Note 6. Equity Transactions: Stock Warrants, Modifications (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsStockWarrantsModificationsPolicies Note 6. Equity Transactions: Stock Warrants, Modifications (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 62 false false R63.htm 000630 - Disclosure - Note 6. Equity Transactions: Stock Options Fair Value Assumptions, Method Used (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsStockOptionsFairValueAssumptionsMethodUsedPolicies Note 6. Equity Transactions: Stock Options Fair Value Assumptions, Method Used (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 63 false false R64.htm 000640 - Disclosure - Note 7. Revenue and Major Customers: Concentration Risk, Customers (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote7RevenueAndMajorCustomersConcentrationRiskCustomersPolicies Note 7. Revenue and Major Customers: Concentration Risk, Customers (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 64 false false R65.htm 000650 - Disclosure - Note 7. Revenue and Major Customers: Major Customers, Policy (Policies) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote7RevenueAndMajorCustomersMajorCustomersPolicyPolicies Note 7. 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Commitments and Contingencies: Legal Costs, Policy (Policies) Policies http://www.nviro.com/20160630/role/idr_DisclosureNote6NewAccountingStandards 67 false false R68.htm 000680 - Disclosure - Note 11. Stock Options: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote11StockOptionsScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTables Note 11. Stock Options: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Tables) Tables 68 false false R69.htm 000690 - Disclosure - Note 12. Stock Warrants: Schedule of Share-based Payment Award, Stock Warrants, Valuation Assumptions (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote12StockWarrantsScheduleOfShareBasedPaymentAwardStockWarrantsValuationAssumptionsTables Note 12. 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Balance Sheet Data: Property and Equipment (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataPropertyAndEquipmentTables Note 2. Balance Sheet Data: Property and Equipment (Tables) Tables 71 false false R72.htm 000720 - Disclosure - Note 2. Balance Sheet Data: Deferred Costs - Stock and Warrants issued for services Disclosure (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataDeferredCostsStockAndWarrantsIssuedForServicesDisclosureTables Note 2. Balance Sheet Data: Deferred Costs - Stock and Warrants issued for services Disclosure (Tables) Tables 72 false false R73.htm 000730 - Disclosure - Note 2. Balance Sheet Data: Schedule of Accrued Liabilities (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataScheduleOfAccruedLiabilitiesTables Note 2. Balance Sheet Data: Schedule of Accrued Liabilities (Tables) Tables 73 false false R74.htm 000740 - Disclosure - Note 3. Pledged Assets and Long-term Debt: Schedule of Long-term Debt (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote3PledgedAssetsAndLongTermDebtScheduleOfLongTermDebtTables Note 3. Pledged Assets and Long-term Debt: Schedule of Long-term Debt (Tables) Tables 74 false false R75.htm 000750 - Disclosure - Note 4. Capital Lease, in Default: Schedule of Capital Leased Assets (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote4CapitalLeaseInDefaultScheduleOfCapitalLeasedAssetsTables Note 4. Capital Lease, in Default: Schedule of Capital Leased Assets (Tables) Tables 75 false false R76.htm 000760 - Disclosure - Note 4. Capital Lease, in Default: Schedule of Future Minimum Lease Payments for Capital Leases (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote4CapitalLeaseInDefaultScheduleOfFutureMinimumLeasePaymentsForCapitalLeasesTables Note 4. Capital Lease, in Default: Schedule of Future Minimum Lease Payments for Capital Leases (Tables) Tables 76 false false R77.htm 000770 - Disclosure - Note 6. Equity Transactions: Schedule of Stock Options, Activity (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsScheduleOfStockOptionsActivityTables Note 6. Equity Transactions: Schedule of Stock Options, Activity (Tables) Tables 77 false false R78.htm 000780 - Disclosure - Note 6. Equity Transactions: Schedule of Stock Options, Valuation Assumptions (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsScheduleOfStockOptionsValuationAssumptionsTables Note 6. Equity Transactions: Schedule of Stock Options, Valuation Assumptions (Tables) Tables 78 false false R79.htm 000790 - Disclosure - Note 6. Equity Transactions: Schedule of Stock Warrants, Activity (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsScheduleOfStockWarrantsActivityTables Note 6. Equity Transactions: Schedule of Stock Warrants, Activity (Tables) Tables 79 false false R80.htm 000800 - Disclosure - Note 9. Income Tax Matters: Schedule of Deferred Tax Assets and Liabilities (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote9IncomeTaxMattersScheduleOfDeferredTaxAssetsAndLiabilitiesTables Note 9. Income Tax Matters: Schedule of Deferred Tax Assets and Liabilities (Tables) Tables 80 false false R81.htm 000810 - Disclosure - Note 9. Income Tax Matters: Schedule of Components of Income Tax Expense (Benefit) (Tables) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote9IncomeTaxMattersScheduleOfComponentsOfIncomeTaxExpenseBenefitTables Note 9. Income Tax Matters: Schedule of Components of Income Tax Expense (Benefit) (Tables) Tables 81 false false R82.htm 000820 - Disclosure - Note 2. Notes Receivable (Details) Notes http://www.nviro.com/20160630/role/idr_DisclosureNote2NotesReceivableDetails Note 2. Notes Receivable (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote2NotesReceivable 82 false false R83.htm 000830 - Disclosure - Note 3. Notes Payable (Details) Notes http://www.nviro.com/20160630/role/idr_DisclosureNote3NotesPayableDetails Note 3. Notes Payable (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote3NotesPayable 83 false false R84.htm 000840 - Disclosure - Note 4. Capital Lease, in Default (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote4CapitalLeaseInDefaultDetails Note 4. 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Stock Options: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote11StockOptionsScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsDetails Note 11. Stock Options: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote11StockOptionsScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTables 87 false false R88.htm 000880 - Disclosure - Note 11. Stock Options (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote11StockOptionsDetails Note 11. Stock Options (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote11StockOptionsScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTables 88 false false R89.htm 000890 - Disclosure - Note 12. Stock Warrants: Schedule of Share-based Payment Award, Stock Warrants, Valuation Assumptions (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote12StockWarrantsScheduleOfShareBasedPaymentAwardStockWarrantsValuationAssumptionsDetails Note 12. Stock Warrants: Schedule of Share-based Payment Award, Stock Warrants, Valuation Assumptions (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote12StockWarrantsScheduleOfShareBasedPaymentAwardStockWarrantsValuationAssumptionsTables 89 false false R90.htm 000900 - Disclosure - Note 12. Stock Warrants (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote12StockWarrantsDetails Note 12. Stock Warrants (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote12StockWarrantsScheduleOfShareBasedPaymentAwardStockWarrantsValuationAssumptionsTables 90 false false R91.htm 000910 - Disclosure - Note 13. 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Operations and Summary of Significant Accounting Policies: Property and Equipment, Policy (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesPropertyAndEquipmentPolicyPolicies 95 false false R96.htm 000960 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Intangible Assets, Policy (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesIntangibleAssetsPolicyDetails Note 1. Operations and Summary of Significant Accounting Policies: Intangible Assets, Policy (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesIntangibleAssetsPolicyPolicies 96 false false R97.htm 000970 - Disclosure - Note 1. Operations and Summary of Significant Accounting Policies: Loss Per Common Share, Policy (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesLossPerCommonSharePolicyDetails Note 1. Operations and Summary of Significant Accounting Policies: Loss Per Common Share, Policy (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote1OperationsAndSummaryOfSignificantAccountingPoliciesLossPerCommonSharePolicyPolicies 97 false false R98.htm 000980 - Disclosure - Note 2. Balance Sheet Data: Property and Equipment (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataPropertyAndEquipmentDetails Note 2. Balance Sheet Data: Property and Equipment (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataPropertyAndEquipmentTables 98 false false R99.htm 000990 - Disclosure - Note 2. Balance Sheet Data (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataDetails Note 2. Balance Sheet Data (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataPropertyAndEquipmentTables 99 false false R100.htm 001000 - Disclosure - Note 2. Balance Sheet Data: Deferred Costs - Stock and Warrants issued for services Disclosure (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataDeferredCostsStockAndWarrantsIssuedForServicesDisclosureDetails Note 2. Balance Sheet Data: Deferred Costs - Stock and Warrants issued for services Disclosure (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataDeferredCostsStockAndWarrantsIssuedForServicesDisclosureTables 100 false false R101.htm 001010 - Disclosure - Note 2. Balance Sheet Data: Schedule of Accrued Liabilities (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataScheduleOfAccruedLiabilitiesDetails Note 2. Balance Sheet Data: Schedule of Accrued Liabilities (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote2BalanceSheetDataScheduleOfAccruedLiabilitiesTables 101 false false R102.htm 001020 - Disclosure - Note 3. Pledged Assets and Long-term Debt (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote3PledgedAssetsAndLongTermDebtDetails Note 3. Pledged Assets and Long-term Debt (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote3PledgedAssetsAndLongTermDebtScheduleOfLongTermDebtTables 102 false false R103.htm 001030 - Disclosure - Note 3. Pledged Assets and Long-term Debt: Schedule of Long-term Debt (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote3PledgedAssetsAndLongTermDebtScheduleOfLongTermDebtDetails Note 3. Pledged Assets and Long-term Debt: Schedule of Long-term Debt (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote3PledgedAssetsAndLongTermDebtScheduleOfLongTermDebtTables 103 false false R104.htm 001040 - Disclosure - Note 4. Capital Lease, in Default: Schedule of Capital Leased Assets (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote4CapitalLeaseInDefaultScheduleOfCapitalLeasedAssetsDetails Note 4. Capital Lease, in Default: Schedule of Capital Leased Assets (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote4CapitalLeaseInDefaultScheduleOfCapitalLeasedAssetsTables 104 false false R105.htm 001050 - Disclosure - Note 4. Capital Lease, in Default: Schedule of Future Minimum Lease Payments for Capital Leases (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote4CapitalLeaseInDefaultScheduleOfFutureMinimumLeasePaymentsForCapitalLeasesDetails Note 4. Capital Lease, in Default: Schedule of Future Minimum Lease Payments for Capital Leases (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote4CapitalLeaseInDefaultScheduleOfFutureMinimumLeasePaymentsForCapitalLeasesTables 105 false false R106.htm 001060 - Disclosure - Note 5. Related Party Transactions (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote5RelatedPartyTransactionsDetails Note 5. Related Party Transactions (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote5RelatedPartyTransactions 106 false false R107.htm 001070 - Disclosure - Note 6. Equity Transactions (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsDetails Note 6. Equity Transactions (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsScheduleOfStockOptionsActivityTables 107 false false R108.htm 001080 - Disclosure - Note 6. Equity Transactions: Stock Option Plans, Director Policy (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsStockOptionPlansDirectorPolicyDetails Note 6. Equity Transactions: Stock Option Plans, Director Policy (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsStockOptionPlansDirectorPolicyPolicies 108 false false R109.htm 001090 - Disclosure - Note 6. Equity Transactions: Stock Warrants, Modifications (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsStockWarrantsModificationsDetails Note 6. Equity Transactions: Stock Warrants, Modifications (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsStockWarrantsModificationsPolicies 109 false false R110.htm 001100 - Disclosure - Note 6. Equity Transactions: Schedule of Stock Options, Activity (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsScheduleOfStockOptionsActivityDetails Note 6. Equity Transactions: Schedule of Stock Options, Activity (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsScheduleOfStockOptionsActivityTables 110 false false R111.htm 001110 - Disclosure - Note 6. Equity Transactions: Schedule of Stock Options, Valuation Assumptions (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsScheduleOfStockOptionsValuationAssumptionsDetails Note 6. Equity Transactions: Schedule of Stock Options, Valuation Assumptions (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsScheduleOfStockOptionsValuationAssumptionsTables 111 false false R112.htm 001120 - Disclosure - Note 6. Equity Transactions: Schedule of Stock Warrants, Activity (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsScheduleOfStockWarrantsActivityDetails Note 6. Equity Transactions: Schedule of Stock Warrants, Activity (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote6EquityTransactionsScheduleOfStockWarrantsActivityTables 112 false false R113.htm 001130 - Disclosure - Note 8. Commitments and Contingencies (Details) Sheet http://www.nviro.com/20160630/role/idr_DisclosureNote8CommitmentsAndContingenciesDetails Note 8. Commitments and Contingencies (Details) Details http://www.nviro.com/20160630/role/idr_DisclosureNote8CommitmentsAndContingenciesCommitmentsAndContingenciesPolicyPolicies 113 false false R114.htm 001140 - Disclosure - Note 9. 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Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2016
Document and Entity Information:
Entity Registrant Name	N-Viro International Corporation
Document Type	S-1
Document Period End Date	Jun. 30, 2016
Trading Symbol	nvic
Amendment Flag	true
Entity Central Index Key	0000904896
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Amendment Description	The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Assets, Current
Cash and Cash Equivalents	$ 107,785	$ 82,201	$ 81,854
Cash and Cash Equivalents - Restricted	0	0	65,529
Accounts Receivable, Net, Current	16,195	80,823	140,070
Other Receivable, net	0	0	51,912
Prepaid Expense, Current	107,829	72,739	79,719
Deferred Costs, Current	341,691	54,167	597,789
Assets, Current	573,500	289,930	1,016,873
Assets, Noncurrent
Property and equipment, net	414,596	492,976	998,852
Deposits Assets, Noncurrent	14,687	20,027	27,319
Assets, Noncurrent	429,283	513,003	1,026,171
Total Assets	1,002,783	802,933	2,043,044
Liabilities, Current
Accounts Payable	830,088	817,018	716,680
Convertible Notes Payable, Current	27,625	34,193	0
Notes Payable, Current	51,460	39,012	63,186
Capital Lease Obligations, Current	176,615	133,436	86,652
Notes Payable, Related Parties, Current	200,000	200,000	244,480
Convertible Debt, Current	365,000	365,000	455,000
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	417,842	408,031	68,917
Accrued liabilities	371,873	319,625	320,207
Liabilities, Current	2,440,503	2,316,315	1,955,122
Liabilities, Noncurrent
Long-term convertible Note	42,080	0	0
Notes Payable, Noncurrent	0	0	6,182
Pension plan withdrawal liability, Noncurrent	0	0	319,278
Capital lease liability - long-term, less current maturities, in default	198,821	242,000	320,472
Liabilities, Noncurrent	240,901	242,000	645,932
Total Liabilities	2,681,404	2,558,315	2,601,054
Commitments and Contingencies	0	0	0
Stockholders' Deficit
Preferred stock, value	0	0	0
Common stock, value	94,818	89,117	81,668
Additional Paid in Capital	34,765,341	33,538,262	32,103,596
Accumulated Deficit	(36,527,689)	(35,371,670)	(32,565,813)
Treasury stock, at cost	11,091	11,091	177,461
Total Stockholders' Deficit	(1,678,621)	(1,755,382)	(558,010)
Total Liabilities and Stockholders'' Deficit	$ 1,002,783	$ 802,933	$ 2,043,044

CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Condensed Consolidated Balance Sheets
Preferred Stock, Par Value	$ 0.01	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	2,000,000	2,000,000	2,000,000
Preferred Stock, Shares Issued	0	0	0
Preferred Stock, Shares Outstanding	0	0	0
Common Stock, Par Value	$ 0.01	$ 0.01	$ 0.01
Common Stock, Shares Authorized	35,000,000	35,000,000	35,000,000
Common Stock, Shares Issued	9,481,826	8,911,714	8,166,789
Common Stock, Shares Outstanding	9,479,826	8,909,714	8,134,789
Treasury Stock, at cost - Shares	2,000	2,000	32,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Condensed Consolidated Statements of Operations
REVENUES	$ 51,368	$ 325,720	$ 249,008	$ 674,639	$ 1,187,296	$ 1,330,583
COST OF REVENUES	171,627	291,745	392,735	644,385	1,244,055	1,566,018
GROSS LOSS	(120,259)	33,975	(143,727)	30,254	(56,759)	(235,435)
Operating Expenses
Selling, General and Administrative	354,191	543,208	698,510	990,702	1,719,731	1,474,082
Impairment of assets	0	0	0	0	304,936	42,653
Loss (gain) on disposal of assets	23,051	0	23,051	0	(18,008)	141,197
Total Operating Expenses	331,140	543,208	675,459	990,702	2,042,675	1,375,538
OPERATING LOSS	(451,399)	(509,233)	(819,186)	(960,448)	(2,099,434)	(1,610,973)
Other Income (Expense)
Gain on extinguishment of liabilities	107,870	0	107,870	0	0	15,478
Interest income	1,212	42	1,739	85	87	190
Loss from Equity Method Investments	0	0	0	0	0	(10,000)
Interest expense	359,183	33,349	446,442	68,866	174,916	155,059
Total other income (expense)	(250,101)	(33,307)	(336,833)	(68,781)	(174,829)	(149,391)
LOSS BEFORE INCOME TAXES	(701,500)	(542,540)	(1,156,019)	(1,029,229)	(2,274,263)	(1,760,364)
Federal and state income taxes	0	0	0	0	0	0
NET LOSS	$ (701,500)	$ (542,540)	$ (1,156,019)	$ (1,029,229)	$ (2,274,263)	$ (1,760,364)
Earnings Per Share
Basic and diluted loss per share	$ (0.08)	$ (0.06)	$ (0.13)	$ (0.12)	$ (0.26)	$ (0.24)
Weighted Average Common Shares Outstanding, Basic and Diluted	9,084,496	8,621,747	9,002,405	8,424,591	8,592,489	7,318,480

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Total
Stockholders' Equity (Deficit) at Dec. 31, 2013	$ 70,475	$ 29,864,113	$ (29,886,630)	$ (684,890)	$ (636,932)
Shares, Outstanding at Dec. 31, 2014	8,166,789
Shares, Outstanding at Dec. 31, 2013	7,047,521
Issuance of common stock, Value	$ 7,439	663,368			$ 670,807
Stock Issued During Period, Shares, New Issues	743,902				604,650
Share-based compensation expense, Value	$ 1,254	948,798			$ 950,052
Share-based compensatione expense, Shares	125,357
Stock Issued During Period in lieu of rent	$ 2,500	119,677			122,177
Exercise of stock warrants, Shares	250,009
Deemed dividend on extension of stock warrants		502,890	(502,890)
Sale of treasury stock			(415,929)	507,429	91,500
Exercise of stock options, Value		4,750			4,750
Net Loss			(1,760,364)		(1,760,364)
Stockholders' Equity (Deficit) at Dec. 31, 2014	$ 81,668	32,103,596	(32,565,813)	(177,461)	(558,010)
Shares, Outstanding at Dec. 31, 2015	8,911,714
Shares, Outstanding at Dec. 31, 2014	8,166,789
Issuance of common stock, Value	$ 6,187	712,445			718,632
Stock Issued During Period, Shares, New Issues	618,733
Share-based compensation expense, Value	$ 1,094	242,128			243,222
Share-based compensatione expense, Shares	109,414
Stock Issued During Period in lieu of rent	$ 130	(130)			0
Exercise of stock warrants, Shares	13,028
Deemed dividend on extension of stock warrants		395,224	(395,224)
Beneficial conversion feature on convertible debt		83,000			83,000
Sale of treasury stock			(136,370)	166,370	30,000
Exercise of stock options, Value	$ 38	1,999			2,037
Exercise of stock options, Shares	3,750
Net Loss			(2,274,263)		(2,274,263)
Stockholders' Equity (Deficit) at Dec. 31, 2015	$ 89,117	33,538,262	(35,371,670)	(11,091)	(1,755,382)
Shares, Outstanding at Jun. 30, 2016	9,481,826
Shares, Outstanding at Dec. 31, 2015	8,911,714
Issuance of common stock, Value	$ 1,000	98,945			99,945
Stock Issued During Period, Shares, New Issues	100,000
Share-based compensation expense, Value	$ 4,701	1,128,134			1,132,835
Share-based compensatione expense, Shares	470,112
Net Loss			(1,156,019)		(1,156,019)
Stockholders' Equity (Deficit) at Jun. 30, 2016	$ 94,818	$ 34,765,341	$ (36,527,689)	$ (11,091)	$ (1,678,621)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended		12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Condensed Consolidated Statements of Cash Flows
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$ (457,740)	$ (501,093)	$ (679,026)	$ (664,765)
Cash Flows From Investing Activities
Purchases of property and equipment	0	27,437	42,681	41,375
Proceeds from sale of Property and Equipment	42,483	45,608	45,608	182,446
Increases in (decreases to) restricted cash	0	(65,529)	(65,529)	(1,063)
Collections on note receivable	0	0	0	895
Loan made to related party	(120,000)	0	0	0
Net Cash Provided by (Used in) Investing Activities	(77,517)	83,700	68,456	143,029
Cash Flows From Financing Activities
Convertible debt issued, net of OID	736,550	0	121,000	0
Borrowngs under long-term debt	52,362	53,629	83,734	128,054
Net repayments on line of credit	0	0	0	(218,000)
Principal payments on long-term obligations	(34,516)	(87,729)	(144,585)	(188,020)
Payment of debt issuance costs	0	0	10,000	0
Principal borrowings from (payments on) Notes Payable - related party	0	(38,414)	(44,480)	44,480
Repayments of Convertible Debt	(293,500)	0	0	0
Private placements of common stock, net	99,945	533,364	603,265	696,030
Proceeds from Stock Options exercised, net	0	1,983	1,983	4,750
Proceeds from Warrant Exercises	0	0	0	121,952
Net cash provided by financing activities	560,841	462,833	610,917	589,246
Net Increase (Decrease) in Cash and Cash Equivalents	25,584	45,440	347	67,510
Cash and Cash Equivalents - Beginning	82,201	81,854	81,854	14,344
Cash and Cash Equivalents - Ending	$ 107,785	$ 127,294	$ 82,201	$ 81,854

Note 1. Organization and Basis of Presentation: Consolidation Policy (Policies)	6 Months Ended
	Jun. 30, 2016
Policies
Consolidation Policy	The financial statements are consolidated as of June 30, 2016, December 31, 2015 and June 30, 2015 for the Company. All intercompany transactions were eliminated.

Note 1. Organization and Basis of Presentation: Basis of Accounting, Policy (Policies)	6 Months Ended
	Jun. 30, 2016
Policies
Basis of Accounting, Policy	In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There have been no changes in the selection and application of significant accounting policies and estimates disclosed in “Item 8 – Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2015.

Note 1. Organization and Basis of Presentation: Substantial Doubt about Going Concern (Policies)	6 Months Ended
	Jun. 30, 2016
Policies
Substantial Doubt about Going Concern	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of approximately $1,867,000 at June 30, 2016, and has incurred recurring losses and negative cash flow from operations for the six months ended June 30, 2016 and years ended December 31, 2015 and 2014. Moreover, while the Company expects to arrange for financing with lending institutions, there can be no assurances that the Company will have the ability to do so. The Company has borrowed money from third parties and related parties and expects to be able to generate future cash from the exercises of common stock options and warrants, new debt and equity issuances. The Company has substantially slowed payments to trade vendors, and has renegotiated payment terms with several existing and prior vendors to lengthen the time and/or reduce the amount of cash to repay these trade payables. In 2014, 2015 and early 2016, the Company issued new equity for total cash realized of approximately $1.4 million. In 2013, 2014 and again in 2015, the Company modified all outstanding warrants to enhance their exercisability and realized a total of $246,000 in exercises in 2013 and 2014. In October 2015, the Company extended the expiration date of all outstanding warrants for exactly one year. Beginning in March 2014, our operations in Volusia County, Florida, which at the time represented substantially all of our revenue, were voluntarily delayed while the Company employed additional personnel and moved assets to its new site in Bradley, Florida. When operations resumed in Bradley in June 2014, this reduction in revenue materially reduced available cash to fund current or prior expenses incurred, and has remained at this lower level or decreased over subsequent periods to date. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 9. Basic and Diluted Loss Per Share: Earnings Per Share Policy, Diluted (Policies)	6 Months Ended
	Jun. 30, 2016
Policies
Earnings Per Share Policy, Diluted	Basic and diluted loss per share is computed using the treasury stock method for outstanding stock options and warrants. For both the six months and three months ended June 30, 2016 and 2015 the Company incurred a net loss. Accordingly, no stock options or warrants have been included in the computation of diluted loss per share as the impact would be anti-dilutive.

Note 1. Operations and Summary of Significant Accounting Policies: Nature of Operations (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Nature of Operations	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 produced by the cement, lime, electric utilities and other industries. Revenue and the related accounts receivable are due from companies acting as independent agents or licensees, principally municipalities.

Note 1. Operations and Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Use of Estimates, Policy	B. Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Note 1. Operations and Summary of Significant Accounting Policies: Principles of Consolidation, Policy (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Principles of Consolidation, Policy	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.

Note 1. Operations and Summary of Significant Accounting Policies: Equity Method Investments, Policy (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Equity Method Investments, Policy	I. Equity Method Investment – During the year ended December 31, 2014, the Company entered into a subscription agreement with N-Viro Energy Limited representing an approximately 45% interest in the class C voting shares. The Company’s 2014 loss includes a loss of $10,000 related to the operations of N-Viro Energy Limited. The loss reduced the Company’s investment in N-Viro Limited to zero and, as a result, the Company discontinued applying the equity method. The Company will resume application of the equity method only after its share of future earnings of N-Viro Energy Limited are sufficient to recover its share of unrecognized losses during the period the equity method was suspended. The Company has no obligation to fund future operations of N-Viro Energy Limited.

Note 1. Operations and Summary of Significant Accounting Policies: Revenue Recognition, Policy (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Revenue Recognition, Policy	J. Revenue Recognition – 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 management service revenue and N-Viro Soil^TM revenue are recognized upon shipment.

Note 1. Operations and Summary of Significant Accounting Policies: Loss Per Common Share, Policy (Policies)	12 Months Ended
	Dec. 31, 2015
Policies
Loss Per Common Share, Policy	K. Loss Per Common Share – Loss per common share has been computed on the basis of the weighted-average number of common shares outstanding during each period presented. For the years ended December 31, 2015 and 2014, the effects of 2,640,231 and 2,615,231 stock options outstanding, respectively, 2,679,742 and 2,624,142 warrants to purchase common stock, respectively, and, debentures that are convertible to 182,500 and 227,500 shares of common stock, respectively, are excluded from the diluted per share calculation because they would be antidilutive.

Note 2. Notes Receivable (Details) - USD ($)	May 31, 2016	Jan. 31, 2016
N-Viro Energy Limited
Notes Receivable, Related Parties, Current	$ 120,000	$ 55,000

Note 3. Notes Payable (Details) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended		12 Months Ended
Note 3. Notes Payable (Details) - USD ($)	Dec. 31, 2015	Jun. 30, 2016	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Mar. 31, 2016	Mar. 04, 2016	Jan. 15, 2016	Sep. 30, 2014
Debt Instrument, Interest Rate, Stated Percentage	10.00%					10.00%
Convertible Debt, Current	$ 365,000	$ 365,000	$ 365,000			$ 365,000	$ 455,000
Short-term Debt, Percentage Bearing Fixed Interest Rate		9.00%	9.00%
Unsecured Debt, Current		$ 9,337	$ 9,337
Debt Instrument, Convertible, Terms of Conversion Feature	The holder can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent.
Repayments of Convertible Debt			(293,500)	$ 0		0	$ 0
Craft Capital Management, LLC
Payments of Debt Issuance Costs		31,500	6,950
Debt Issuance Costs Incurred During Noncash or Partial Noncash Transaction		$ 19,900	$ 3,000
holders of the 2009 Debentures
Debt Default, Short-term Debt, Amount	$ 365,000					$ 365,000
Debt Instrument, Interest Rate, Stated Percentage	8.00%	8.00%	8.00%			8.00%
Debt Instrument, Convertible, Conversion Price	$ 2.00	$ 2.00	$ 2.00			$ 2.00
Convertible Debt, Current	$ 365,000	$ 365,000	$ 365,000			$ 365,000
JSJ Investments, Inc.
Debt Instrument, Interest Rate, Stated Percentage	10.00%					10.00%
Debt Instrument, Face Amount	$ 125,000					$ 125,000		$ 125,000
Debt Instrument, Convertible, Terms of Conversion Feature			JSJ could elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.43 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,250,000 authorized but unissued shares of its common stock, per an irrevocable letter to the Company’s transfer agent.
Repayments of Convertible Debt		190,300
Debt Instrument, Periodic Payment, Interest		$ 62,500
JMJ Financial
Debt Instrument, Interest Rate, Stated Percentage		12.00%	12.00%							12.00%
Debt Instrument, Face Amount		$ 100,000	$ 100,000					100,000
Debt Instrument, Convertible, Terms of Conversion Feature			After 180 days from the agreement date, JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent.		JMJ can elect to convert all or part of the debt into restricted shares of the Company’s common stock for a price equaling the lesser of $0.77 or a 40% discount to the lowest trading price during the previous twenty-five (25) trading days to the date of the conversion notice. The Company was also required to reserve 2,500,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent.
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net		57,920	$ 57,920
Debt Instrument, Convertible, Carrying Amount of Equity Component		$ 42,080	$ 42,080
JMJ Financial 2
Debt Instrument, Interest Rate, Stated Percentage		10.00%	10.00%
Debt Instrument, Face Amount		$ 585,000	$ 585,000
Debt Instrument, Convertible, Terms of Conversion Feature		The JMJ Note #2 is due and payable on June 13, 2017 and is convertible at the lesser of $0.90 or 75% of the lowest trade price in the 25 trading days previous to the conversion date. The JMJ Note #2 is convertible at the sole option of JMJ.
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net		$ 557,375	557,375
Debt Instrument, Convertible, Carrying Amount of Equity Component		$ 27,625	$ 27,625
Debt Instrument, Convertible, Type of Equity Security		The Company also agreed to file an S-1 Registration Statement (“S-1”) to register the resale of the shares of common stock issuable upon conversion of the JMJ Note #2 as well as the resale of 455,000 warrants issued to JMJ in connection with this transaction. The S-1 is required to include 5,000,000 shares of common stock for potential resale of the securities issuable upon conversion of the JMJ Note #2 and exercise of the warrants.
Tangiers Investment Group, LLC
Debt Instrument, Interest Rate, Stated Percentage									10.00%
Debt Instrument, Face Amount								58,500
Debt Instrument, Convertible, Terms of Conversion Feature			At any time Tangiers could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent.		At any time Tangiers can elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 700,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent.
Repayments of Convertible Debt		$ 81,900
Debt Instrument, Periodic Payment, Interest		$ 17,600
Tangiers Global, LLC
Debt Instrument, Face Amount								$ 110,000
Debt Instrument, Convertible, Terms of Conversion Feature		At any time Tangiers Global could elect to convert all or part of the debt into restricted shares of the Company‘s common stock for a price equaling the lesser of $0.60 or a 40% discount to the lowest trading price during the previous twenty (20) trading days to the date of the conversion notice. The Company was also required to reserve 1,400,000 authorized but unissued shares of its common stock, per an irrevocable Letter of Instructions to the Company’s transfer agent.
Repayments of Convertible Debt		$ 121,000
Debt Instrument, Periodic Payment, Interest		11,000
Central States Southeast and Southwest Areas Pension Fund
Debt Default, Short-term Debt, Amount	408,031					408,031
Liabilities Subject to Compromise, Pension and Other Postretirement Obligations	408,031	417,842	$ 417,842			408,031					$ 415,000
David and Edna Kasmoch
Debt Default, Short-term Debt, Amount	$ 200,000	$ 200,000	$ 200,000			$ 200,000
Debt Instrument, Interest Rate, Stated Percentage	12.00%	12.00%	12.00%			12.00%
Debt Default, Short-term Debt, Description of Notice of Default						In September 2015, the Company received a demand letter from counsel for the Note holder declaring a default under the Note. Counsel demanded payment of the entire amount due under the Note as well as defaulted payments under the related BGH capital lease discussed in Note 4, along with additional accrued interest and penalties.

Note 4. Capital Lease, in Default (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
Note 4. Capital Lease, in Default (Details) - USD ($)	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014	Jun. 01, 2014
Capital Leases, Income Statement, Interest Expense					$ 53,424	$ 35,508
Bowling Green Holdings, LLC
Capital Lease Obligations	$ 375,436		$ 375,436		375,436	405,930	$ 420,346
Capital Leases, Income Statement, Amortization Expense	42,014	$ 21,007	42,014	$ 21,007	$ 84,071	$ 49,040
Capital Leases, Income Statement, Interest Expense	$ 11,054	$ 13,677	$ 22,800	$ 27,952

Note 10. Common Stock (Details) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
Note 10. Common Stock (Details) - USD ($)	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2012	Apr. 11, 2016	Oct. 31, 2015	Apr. 30, 2015
Sale of Stock, Number of Shares Issued in Transaction		100,000
Sale of Stock, Price Per Share								$ 1.00		$ 1.00	$ 1.25	$ 1.00
Independent directors
Stock Issued During Period, Shares, Issued for Services	3,192				4,652		9,414	25,357
Issuance of Stock and Warrants for Services or Claims	$ 3,000				$ 4,000
Stock Issued During Period, Value, Issued for Services							$ 13,000	$ 26,500
Strategic Asset Management, Inc.
Stock Issued During Period, Shares, Issued for Services									300,000
Share-based Goods and Nonemployee Services Transaction, Capitalized Cost									$ 421,300
Issuance of Stock and Warrants for Services or Claims		$ 0		$ 91,100	0	$ 125,200
Dynasty Wealth, Inc.
Share-based Goods and Nonemployee Services Transaction, Capitalized Cost								$ 460,700
Issuance of Stock and Warrants for Services or Claims		0		115,200	0	230,400
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued								350,000
Global IR Group, Inc
Stock Issued During Period, Shares, Issued for Services								100,000
Share-based Goods and Nonemployee Services Transaction, Capitalized Cost								$ 165,000
Issuance of Stock and Warrants for Services or Claims		0		105,000	0	146,200
Financial Genetics, LLC
Stock Issued During Period, Shares, Issued for Services							100,000
Share-based Goods and Nonemployee Services Transaction, Capitalized Cost							$ 100,000
Issuance of Stock and Warrants for Services or Claims		$ 25,000		0	50,000	0
Arrowroot Partners, LLC
Stock Issued During Period, Shares, Issued for Services			15,460
Stock Issued During Period, Value, Issued for Services			$ 15,000
M & T Business Consultants, Inc.
Stock Issued During Period, Shares, Issued for Services		325,000	50,000
Share-based Goods and Nonemployee Services Transaction, Capitalized Cost			$ 43,000
Issuance of Stock and Warrants for Services or Claims		$ 9,214		0	43,000	0
Stock Issued During Period, Value, Issued for Services			$ 43,000
Triumph Investor Relations, Inc.
Stock Issued During Period, Shares, Issued for Services		75,000
Share-based Goods and Nonemployee Services Transaction, Capitalized Cost		$ 72,750
Issuance of Stock and Warrants for Services or Claims		18,188		0
M & T Business Consultants, Inc. 2
Share-based Goods and Nonemployee Services Transaction, Capitalized Cost		292,500
Issuance of Stock and Warrants for Services or Claims		$ 9,538		$ 0	$ 9,538	$ 0

Note 11. Stock Options: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details)	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
Details
Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%	0.00%	0.00%
Fair Value Assumptions, Weighted Average Volatility Rate	282.30%	287.40%	288.10%	287.00%
Fair Value Assumptions, Risk Free Interest Rate	1.30%	1.40%	1.90%	2.20%
Fair Value Assumptions, Expected Term	7 years	7 years	7 years	7 years

Note 11. Stock Options (Details) - USD ($)	3 Months Ended		6 Months Ended
Note 11. Stock Options (Details) - USD ($)	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number					2,640,231	2,515,231
Independent directors
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures			36,000
Noninterest Expense Directors Fees	$ 14,300	$ 21,500	$ 30,100	$ 67,300
The 2004 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,588,000		1,588,000
The 2010 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,079,000		1,079,000

Note 12. Stock Warrants (Details) - $ / shares	3 Months Ended
Note 12. Stock Warrants (Details) - $ / shares	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	3,210,000	2,679,742	2,624,142
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.04
JMJ Financial 2
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Period Increase (Decrease)	476,000

Note 13. Income Tax: Income Tax, Policy (Details)	3 Months Ended		6 Months Ended
Note 13. Income Tax: Income Tax, Policy (Details)	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Details
Effective Income Tax Rate Reconciliation, Percent	0.00%	0.00%	0.00%	0.00%

Note 14. Gain On Extinguishment of Liabilities (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2016
County of Volusia, Florida
Extinguishment of Debt, Amount	$ 107,870	$ 107,870

Note 15. Supplemental Disclosure of Cash Flows Information (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Interest Paid	$ 107,509	$ 61,471
Other Significant Noncash Transaction, Value of Consideration Given		54,107
holders of the 2009 Debentures
Other Significant Noncash Transaction, Value of Consideration Given		$ 91,260

Note 16. Subsequent Events (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
Note 16. Subsequent Events (Details) - USD ($)	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Wilson Nixon
Stock Issued During Period, Shares, Issued for Services	200,000
Share-based Goods and Nonemployee Services Transaction, Capitalized Cost	$ 150,000
JMJ Financial
Stock Issued During Period, Shares, Conversion of Convertible Securities	70,000
Debt Conversion, Converted Instrument, Amount	$ 27,915
Independent directors
Stock Issued During Period, Shares, Issued for Services	3,192	4,652	9,414	25,357
Issuance of Stock and Warrants for Services or Claims	$ 3,000	$ 4,000

Note 2. Balance Sheet Data: Property and Equipment (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Details
Buildings and Improvements, Gross	$ 476,603	$ 452,362
Machinery and Equipment, Gross	1,162,779	2,280,636
Property, Plant and Equipment, Other, Gross	213,429	0
Furniture and Fixtures, Gross	55,383	57,503
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 1,415,218	$ 1,791,649

Note 2. Balance Sheet Data (Details) - USD ($)	12 Months Ended
Note 2. Balance Sheet Data (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Details
Stock Issued During Period, Value, Share-based Compensation, Gross	$ 728,500	$ 446,800

Note 2. Balance Sheet Data: Deferred Costs - Stock and Warrants issued for services Disclosure (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Dec. 31, 2014
Deferred Costs, Current	$ 341,691	$ 54,167	$ 597,789
Financial Genetics, LLC
Deferred Costs, Current		54,167	0
Strategic Asset Management, Inc.
Deferred Costs, Current		0	125,251
Dynasty Wealth, Inc.
Deferred Costs, Current		0	326,329
Global IR Group, Inc
Deferred Costs, Current		$ 0	$ 146,208