UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  FORM 10-KSB/A
                                (AMENDMENT NO. 1)
(MARK ONE)
    X                 ANNUAL REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
                                       OR

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

                        COMMISSION FILE NUMBER:  0-21802


                                [GRAPHIC OMITTED]

                        N-VIRO INTERNATIONAL CORPORATION
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

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

                        3450 W. CENTRAL AVENUE, SUITE 328
                     TOLEDO, OHIO                     43606
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)         (ZIP CODE)
        ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE:    (419) 535-6374

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

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

Check  whether the issuer is not required to file reports pursuant to Section 13
or  15(d)  of  the  Exchange  Act.      ___

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

Check  if  there  is  no disclosure of delinquent filers pursuant to Item 405 of
Regulation  S-B  contained  herein,  and  will  not be contained, to the best of
registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  [  ]

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).

Yes  No   X
        ---

State  registrant's  revenues  for  its  most  recent fiscal year:    $4,100,000

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant,  computed  by reference to the closing sales price of such shares on
the  Over  The  Counter  Bulletin  Board  as of March 17, 2008 was approximately
$11,162,000.

The  number  of shares of Common Stock of the registrant outstanding as of March
17,  2008  was  4,217,509.

The  number  of  shares  of  Preferred Stock of the registrant outstanding as of
March  17,  2008  was  -0-.

Transitional  Small  Business  Disclosure  Format  (Check  One):  Yes  No   X
                                                                           ---

                       DOCUMENTS INCORPORATED BY REFERENCE
     None.


<PAGE>

                                EXPLANATORY NOTE
                                ----------------

     We are filing this Amendment No. 1 on Form 10-KSB/A to our Annual Report on
Form  10-KSB  for  the  fiscal year ended December 31, 2007, as originally filed
with the Securities and Exchange Commission (the "Commission") on March 31, 2008
(the  "Original  Filing"), for the purpose of including the information required
by Part III, and, correcting the form of the Section 302 Certifications filed as
Exhibits  31.1  and  31.2.

The  Part  III  information was permitted to have been incorporated by reference
from our definitive proxy statement for our 2008 annual meeting of stockholders,
if  such  proxy  statement had been filed with the Commission within 120 days of
our  2007  fiscal  year-end.

     We  are also filing as exhibits the corrected certifications required under
Section  302  of  the  Sarbanes-Oxley  Act  of  2002.

     This Amendment No. 1 does not change any of the other information contained
in  the Original Filing.  This Amendment No. 1 continues to speak as of the date
of  the  Original  Filing  and  we  have  not updated or amended the disclosures
contained  therein  to  reflect  events that have occurred since the date of the
Original  Filing.  Accordingly,  this  Amendment  No.  1  should  be  read  in
conjunction  with our filings made with the Commission subsequent to the date of
the  Original  Filing.


                                    PART III

ITEM  9.          DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE  GOVERNANCE;  COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

                            DIRECTORS OF THE COMPANY

     The  Board  is  currently  composed  of four Class I Directors:  R. Francis
DiPrete,  Carl  Richard, Joseph H. Scheib and Mark D. Hagans; and three Class II
Directors:  James  H.  Hartung,  Timothy R. Kasmoch and Thomas L. Kovacik (whose
terms will expire upon the election and qualification of directors at the annual
meetings  of  stockholders  to be held in 2009 and 2008, respectively).  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.  The
following  table  sets  forth  the  names  and  ages  of  our  directors.


<TABLE>
<CAPTION>


Name                Age                         Position
<S>                 <C>  <C>
------------------  ---  --------------------------------------------------------
R. Francis DiPrete   53  Class I Director
Mark D. Hagans       41  Class I Director
James H. Hartung     65  Class II Director
Timothy R. Kasmoch   46  Class II Director, President and Chief Executive Officer
Thomas L. Kovacik    60  Class II Director
Carl Richard         81  Class I Director
Joseph H. Scheib     51  Class I Director
</TABLE>

_____________


R.  FRANCIS  DIPRETE  is  a  self-employed  attorney  and business consultant in
Scituate,  Rhode  Island.  From  March  1999  until  December, 2003, Mr. DiPrete
served  as  President  and Board Chairman of Strategic Asset Management, Inc., a
Nevada  corporation  and  holding  company  that  provides  financial consulting
services  to,  and control and operation of, businesses.  From August 2003 until
December  2003,  Mr. DiPrete served as President and director of Ophir Holdings,
Inc.,  a  Nevada  corporation  and  consulting  firm  specializing in public and
shareholder  relations.  Mr.  DiPrete  is  a  graduate of Rutgers University and
Roger  Williams  University,  School  of  Law.  Mr.  DiPrete  has  served as our
Director  since  May 2000, and is a member of the Board's Audit and Compensation
Committees.

MARK  D.  HAGANS is an attorney and partner with the law firm of Plassman, Rupp,
Short  &  Hagans,  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 Health Center, where he is presently 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.

JAMES  H.  HARTUNG  is  the  President  and  Chief  Executive  Officer  of  the
Toledo-Lucas  County  (Ohio)  Port Authority, a position he has held since 1994.
Mr. Hartung has served as our Director since January 2006 and is a member of the
Board's  Compensation and Nominating Committees.  Mr. Hartung's son, Howard, was
our  Chief  Operating  Officer  until  his  resignation  in  January  2008.

TIMOTHY  R.  KASMOCH  has  been  our President and Chief Executive Officer since
February  2006  and  a  Director  since  January 2006.  Until April 1, 2007, Mr.
Kasmoch  was  also  President  and  CEO  of  Tri-State  Garden  Supply,  d/b/a
Gardenscape,  a  bagger  and  distributor  of  lawn  and  garden products, which
provides  trucking  services  to our Company.  Mr. Kasmoch is a graduate of Penn
State University.  Mr. Kasmoch is a member of the Board's Finance and Technology
Committees.

THOMAS  L.  KOVACIK  is  presently  employed  as  the  Executive  Director  of
Transportation  Advocacy Group of Northwest Ohio ("TAGNO"), a strategic planning
organization working with local and Ohio transportation and economic development
officials.  Mr.  Kovacik  was  previously  employed  by  us from 1992 to 1995 as
President  of Great Lakes N-Viro, at the time one of our divisions.  Mr. Kovacik
has  also  held  various  positions  with  local  government,  utilities  and
environmental  companies,  and  earned a masters degree from Bowling Green State
University  in  Geochemistry.  Mr.  Kovacik  has  served  as  our Director since
December  2006,  and  is  a  member  of  the Board's Compensation and Technology
Committees.

CARL  RICHARD is currently an Executive Vice-President of P.R. Transportation, a
trucking  company  located  in  Toledo,  Ohio,  and  was a consultant to us from
January  2006  to  April  2007.  Mr.  Richard  served  as Vice-President of C.A.
Transportation  from  1988  through  2000  and  as  Vice-President  of  R.O.S.S.
Investments, a real estate holding company, from 1980 through 2000.  Mr. Richard
has  served  as  our Director since December 2004 and is a member of the Board's
Nominating  Committee.

JOSEPH  H. SCHEIB is the Chief Financial Officer of Broad Street Software Group,
a  comprehensive software technology company located in Edenton, North Carolina,
a  position he has held since June 2003.  From May 2000 until February 2003, Mr.
Scheib  was  the  Financial  Operation  Principal/Compliance Officer of Triangle
Securities,  LLC  of Raleigh, North Carolina, an asset management, brokerage and
investment  banking  firm.  Mr.  Scheib is a CPA and a graduate of East Carolina
University  with  a degree in accounting.  Mr. Scheib has served as our Director
since  December  2004,  and  is  a  member  of  the  Board's  Audit, Finance and
Nomination  Committees.

KEY  RELATIONSHIPS

     James  Hartung, a member of our Board of Directors, is the father of Howard
Hartung,  who  was our Chief Operating Officer and one of our executive officers
until  his  resignation  as  an  employee  in  January  2008.

                     CORPORATE GOVERNANCE AND BOARD MATTERS

MEETINGS  OF  THE  BOARD  OF  DIRECTORS

     Our  business,  property and affairs are managed under the direction of our
Board.  The  Board  presently  consists  of  seven members.  Our Board held four
formal  meetings during 2007, consisting of two regular meetings and two special
meetings.  Each  director  attended  at  least  75%  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 the Company that the members
of  the  Board  attend our annual stockholder meeting.  Failure to attend annual
meetings  without good reason is a factor the Nominating Committee will consider
in  determining  whether  to  renominate a current Board member.  Six out of the
seven  members  of  the  Board  attended  the  2007  Annual  Meeting.

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, 3450 West
Central  Avenue, Suite #328, Toledo, OH  43606.  All correspondence should be in
a  sealed  envelope  marked "Confidential" and will be forwarded unopened to the
director  as  appropriate.

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:


<TABLE>
<CAPTION>


DIRECTOR            AUDIT  COMPENSATION  NOMINATING  FINANCE  TECHNOLOGY
<S>                 <C>    <C>           <C>         <C>      <C>

R. Francis DiPrete  X      X
Mark D. Hagans      X                                X*       X
James H. Hartung           X             X
Timothy R. Kasmoch                                   X        X*
Thomas L. Kovacik          X*                                 X
Carl Richard                             X
Joseph H. Scheib    X*                   X*          X
</TABLE>

*  Committee Chair


AUDIT  COMMITTEE

     Our  Audit  Committee  consists  of Messrs. Scheib, DiPrete and Hagans.  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. Scheib
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 2007,
the  Audit Committee met two times.  The Audit Committee has retained UHY LLP to
conduct  the audit for the year ended December 31, 2008.  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.

CODE OF ETHICS

     We  have  adopted a Code of Ethics which covers the Chief Executive Officer
and  Chief  Financial  Officer, which is administered and monitored by the Audit
Committee  of  the  Board.  A  copy of the Code of Ethics is attached as Exhibit
14.1  to  our Annual Report on Form 10-KSB for the year ended December 31, 2007,
and  is  posted  on  our  web  site  at  www.nviro.com.
                                         -------------

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.  The Compensation
Committee  currently  consists  of  Messrs.  Kovacik,  DiPrete and Hartung.  The
Compensation  Committee  met  two  times  during  2007.

     The  Board  has  determined that a majority of the members of the committee
are  "independent"  as  determined under the NASDAQ standards.  During 2007, Mr.
Hartung  was not "independent" due to his son, Howard Hartung, serving as one of
our  executive  officers.  Despite  his  lack  of  "independence,"  the  Board
determined  that Mr. Hartung's exercise of independent judgment was not affected
by  this  relationship.  In  January  2008,  Mr.  Hartung's  son  resigned  from
employment  with  us.

FINANCE  COMMITTEE

     The  Finance  Committee,  consisting of Messrs. Hagans, Kasmoch and Scheib,
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.  This  committee  met  once  during  2007.

NOMINATING  COMMITTEE

     The  Nominating  Committee,  consisting  of  Messrs.  Scheib,  Richard  and
Hartung, 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  committee  met  one  time  during  2007.

     The  Board  has  determined that a majority of the members of the committee
are "independent" as determined under the NASDAQ standards.  Mr. Hartung was not
"independent"  during  2007;  however,  the  Board determined that Mr. Hartung's
exercise  of  independent  judgment  was not affected by this relationship.  Mr.
Hartung  is  now considered "independent" as of January 2008, effective with the
resignation  from  our  employment  of  his  son,  Howard  Hartung.

     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.

     It  is  generally  the  policy  of  the  Board  to consider the stockholder
recommendations  of  proposed  director  nominees,  if  such recommendations are
seriously  made  and  timely  received  under applicable SEC regulations.  To be
considered "timely received," recommendations must be received in writing at our
principal  executive  offices,  at  N-Viro  International  Corporation,  3450 W.
Central  Avenue,  Suite 328, Toledo, Ohio 43606, Attention: Chairman, Nominating
Committee,  c/o James K. McHugh, Corporate Secretary, no later than February 18,
2009.

     All  stockholder  recommended  candidates 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; and consents to serve on
the  Board  if  elected.

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  four  regular 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.

     Under  our  current  stock option plan, approved by the stockholders in May
2004,  each  non-employee  Director automatically receives a grant of options to
purchase  2,500 shares of Common Stock for each regular meeting attended, and an
option  to  purchase  1,250  shares  of  Common  Stock  for each special meeting
attended,  subject to a maximum of options to purchase 15,000 in any year.  This
Plan  also  provided  for  the  automatic grant to the non-employee Directors to
replace  the  automatic  awards  of  stock options which were not granted to the
non-employee  Directors after May 10, 2003 as a result of the termination of the
1998  Plan  and the failure of the stockholders to approve the 2003 Stock Option
Plan  at  the  2003  annual  meeting.

     Directors  who are our employees do not receive any additional compensation
for  serving as Directors.  Directors who are our consultants do not receive any
additional  cash  compensation  for  serving  as Directors, but do receive stock
options  per  the  provisions  of  the  2004  Stock  Option  Plan.

                              DIRECTOR COMPENSATION


<TABLE>
<CAPTION>


                       Fees                         Non-Equity    Non-Qualified   Non-Qualified
                    Earned or                        Incentive      Incentive        Deferred            All
                     Paid in     Stock    Option       Plan            Plan        Compensation         Other
Name                   Cash     Awards    Awards   Compensation    Compensation      Earnings     Compensation (1)    TOTAL
------------------  ----------  -------  --------  -------------  --------------  --------------  -----------------  --------
<S>                 <C>         <C>      <C>       <C>            <C>             <C>             <C>                <C>
R. Francis DiPrete  $    2,000        -  $ 13,690              -               -               -                  -  $ 15,690
Joseph H. Scheib    $    3,000        -  $ 20,812              -               -               -                  -  $ 23,812
Carl Richard        $    2,000        -  $ 20,812              -               -               -  $           4,848  $ 27,660
James H. Hartung    $    3,000        -  $ 20,812              -               -               -                  -  $ 23,812
Mark D. Hagans      $    3,000        -  $ 20,812              -               -               -                  -  $ 23,812
Thomas L. Kovacik   $    3,000        -  $ 20,812              -               -               -                  -  $ 23,812
Timothy R. Kasmoch           -        -         -              -               -               -                  -  $      0
                    ----------  -------  --------  -------------  --------------  --------------  -----------------  --------
                    $   16,000  $     0  $117,750  $           0  $            0  $            0  $           4,848  $138,598
                    ==========  =======  ========  =============  ==============  ==============  =================  ========

<FN>

(1)     Represents  consulting fees paid to Mr. Richard pursuant to a consulting
contract  which  was  terminated  in  April  2007.


</TABLE>


                        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."

<TABLE>
<CAPTION>

Name                Age                      Position
------------------  ---  ------------------------------------------------
<S>                 <C>  <C>

Timothy R. Kasmoch   46  President and Chief Executive Officer
Robert W. Bohmer     38  V.P. Business Development and General Counsel
James K. McHugh      49  Chief Financial Officer, Secretary and Treasurer
</TABLE>


ROBERT  W.  BOHMER  has  been  our  Vice-President  for Business Development and
General  Counsel  since July 2007.  Since 1996, Mr. Bohmer has been with the law
firm of Watkins, Bates and Carey, LLP, Toledo, Ohio.  Since 2005, Mr. Bohmer has
served  as  general  outside  counsel  to  the  Company.

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
and  our  predecessor  company  in various financial positions since April 1992.



             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers, and persons who own beneficially more than
ten  percent  (10%)  of  the  shares  of  our  Common  Stock, to file reports of
ownership  and changes of ownership with the Securities and Exchange Commission,
or SEC.  Copies of all filed reports are required to be furnished to us pursuant
to  Section  16(a).  Based  solely  on the reports received by us and on written
representations  from  reporting  persons, we believe that the current directors
and  executive  officers complied with all applicable filing requirements during
the  fiscal  year  ended  December  31,  2007,  with  the  following exceptions:

     Joseph  R.  Scheib,  James  H.  Hartung,  Carl Richard, Mark Hagans, Thomas
     Kovacik and R. Francis DiPrete each were late filing a Form 4 (Statement of
     Changes  of  Beneficial Ownership of Securities) in connection with a grant
     of  a  Common  Stock  option  on  February  15,  2007,  which was due to an
     administrative  error on the part of the Company. The Form 4s were filed on
     February  26,  2007,  reporting  late  one  grant  of a Common Stock option

     James  K.  McHugh  was  late  filing  a  Form  4 for a sale of Common Stock
     that  occurred  on  April  9, 2007. The Form 4 was filed on April 18, 2007.

     Robert  W.  Bohmer  filed  late  filing  a  Form  3  (Initial  Statement of
     Beneficial  Ownership  of  Securities)  and an initial Form 4 in connection
     with  his hiring as an executive officer of the Company and grant of Common
     Stock  options  on June 12, 2007. The Form 3 and Form 4 were filed on April
     15,  2008.

     Michael  G.  Nicholson,  a  former  executive  officer  of the Company, was
     late  filing  the  following Form 4s during 2007: (i) a Form 4 was filed on
     April  24,  2007, reporting late two sales and one purchase of Common Stock
     between  April  18  and April 23, 2007, (ii) a Form 4 was filed on June 14,
     2007,  reporting  late  three sales of Common Stock between June 5 and June
     13,  2007,  and  (iii)  a Form 4 was filed on September 10, 2007, reporting
     late  two  sales  of  Common  Stock  on  September 5 and September 6, 2007.



ITEM  10.          EXECUTIVE  COMPENSATION

     The  following  table  presents  the  total  compensation paid to our Chief
Executive  Officer,  V.P.  Business  Development,  Chief Development Officer and
Chief Financial Officer during 2007.  There were no other executive officers who
were  serving at the end of 2007 and whose total compensation exceeded $100,000.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                      Non-Equity   Nonqualified
                                                                      Incentive      Deferred
Name and Principal                                 Stock    Option       Plan      Compensation    All Other
Position                   Year   Salary   Bonus  Awards    Awards   Compensation    Earnings    Compensation    Total
-------------------------  ----  --------  -----  -------  --------  ------------  ------------  -------------  --------
<S>                        <C>   <C>       <C>    <C>      <C>       <C>           <C>           <C>            <C>
Timothy R. Kasmoch         2007  $139,788      -  $ 7,875  $      0             -             -  $           0  $147,663
President and Chief        2006  $ 52,500      -  $55,125  $379,950             -             -  $       1,000  $488,575
Executive Officer (1)

Robert W. Bohmer           2007  $ 75,000      -        -  $ 70,000             -             -  $           0  $145,000
V.P. Business Develop. +   n/a          -      -        -         -             -             -              -  n/a
General Counsel (2)

<FN>

(1)     Mr.  Kasmoch  was appointed CEO on February 14, 2006, effective with his
employment  date,  succeeding Mr. Daniel Haslinger.  Mr. Kasmoch received $7,875
and  $55,125  for  the  value of unregistered shares of Common Stock in 2007 and
2006,  respectively,  pursuant  to  the terms of his Employment Agreement signed
February  14,  2006.  Mr. Kasmoch was granted stock options pursuant to our 2004
N-Viro  International Corporation Stock Option Plan valued at $4,250 and cash of
$1,000,  for  one  meeting as an outside director held before February 14, 2006.
Mr.  Kasmoch  was  also  granted  three-year  stock options under the Plan as an
employee,  valued  at  $375,700  for  250,000  options,  in  December  2006.

(2)     Mr.  Bohmer  was appointed V.P. Business Development and General Counsel
and  started  his  employment  on  July  1,  2007.  He was granted 100,000 stock
options pursuant to our 2004 N-Viro International Corporation Stock Option Plan,
in  accordance with his Employment Agreement dated June 12, 2007.  These options
were  valued  at  $70,000  for  2007  and $280,000 over the two-year life of his
employment  agreement.


</TABLE>



                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

<TABLE>
<CAPTION>


                                            OPTION AWARDS                                         STOCK AWARDS
                    ---------------------------------------------------------------------  --------------------------
                                                       Equity
                                                      Incentive
                                                        Plan                                                Market
                         # of            # of          Awards:                                 # of        Value of
                      Securities      Securities    # Securities                             Shares or     Shares or
                      Underlying      Underlying     Underlying                              Units of      Units of
                     Unexercised     Unexercised     Unexercised     Option      Option     Stock That    Stock That
                     Options (#)     Options (#)      Unearned      Exercise   Expiration    Have Not      Have Not
Name                 Exercisable    Unexercisable    Options (#)   Price (#)      Date      Vested (#)    Vested ($)
------------------  --------------  --------------  -------------  ----------  ----------  -------------  -----------
<S>                 <C>             <C>             <C>            <C>         <C>         <C>            <C>
Timothy R. Kasmoch           2,500               -              -  $     1.70     2/14/16              -            -
Timothy R. Kasmoch         250,000               -              -  $     2.00    12/30/16              -            -

Robert W. Bohmer            50,000          50,000              -        2.80     6/12/17              -            -


                                STOCK AWARDS
                    -------------------------------
                       Equity           Equity
                      Incentive       Incentive
                    Plan Awards:     Plan Awards:
                     # Unearned       Market or
                       Shares,       Payout Value
                      Units or       of Unearned
                    Other Rights    Shares, Units
                      That Have    or Other Rights
                         Not          That Have
Name                 Vested (#)     Not Vested (#)
------------------  -------------  ----------------
<S>                 <C>            <C>
Timothy R. Kasmoch              -                 -
Timothy R. Kasmoch              -                 -

Robert W. Bohmer                -                 -

</TABLE>

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


EMPLOYMENT AGREEMENTS

     On  February  13, 2007, we entered into a new employment agreement with Mr.
Timothy  R. Kasmoch as our President and Chief Executive Officer.  Mr. Kasmoch's
employment  agreement is for a two-year term commencing on February 13, 2007 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  an  annual  increase at the discretion of the Board.  In
addition,  Mr.  Kasmoch  is eligible for an annual cash bonus in an amount to be
determined,  and  otherwise  subject to the discretion of, the Board.  Under the
agreement, this determination is to be based upon the Board's complete review of
Mr.  Kasmoch's  performance,  including  the  growth  and  profitability  of the
Company.

Generally,  Mr.  Kasmoch's  employment agreement may be terminated by us with or
without cause or by the Employee for any reason.  If the agreement is terminated
by  us  without  cause  (other  than by reason of the death or disability of Mr.
Kasmoch),  Mr.  Kasmoch  will continue to receive his base salary then in effect
for  the  period  between  the  termination  date and the expiration date of the
agreement.  If the agreement is terminated for any other reason by either party,
Mr. Kasmoch is entitled to receive his base salary through the effective date of
the  termination  plus any bonus or incentive compensation which has been earned
or  payable  through  the termination date, as provided for in the agreement.  A
copy of Mr. Kasmoch's Employment Agreement was attached to a Form 8-K as Exhibit
10.1,  filed  by  us  on  March  12,  2007.

Effective  April  2,  2008,  we entered into a First Amendment to the Employment
Agreement (the "Amendment") with Mr. Kasmoch.  The Amendment extends the term of
Mr.  Kasmoch's  Employment  Agreement for an additional two years.  As a result,
the term of Mr. Kasmoch's Employment Agreement will expire on February 12, 2011,
instead  of  February  12,  2009  as  provided  for  in  the original Employment
Agreement.  Except for the extension of the term, there were no other changes to
Mr.  Kasmoch's Employment Agreement.  The Amendment was approved by our Board of
Directors  at  a  regular  meeting  held  on  April  2,  2008.

In  June  2007, we executed an Employment Agreement with Robert W. Bohmer as our
Vice-President of Business Development and General Counsel, which commenced July
1,  2007.  Mr.  Bohmer's  agreement  is for a two-year term at $150,000 per year
plus  a  stock  option  grant  of  100,000  shares.  In  addition, Mr. Bohmer is
eligible for an annual cash bonus in an amount to be determined.  Generally, the
Agreement  may  be terminated by us with or without cause or by the Employee for
any  reason.

EQUITY  COMPENSATION  PLAN  INFORMATION

     We  maintain  two  stock option plans for directors, executive officers and
key  employees.  The  current plan was approved by the stockholders in May 2004.
The  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  1,000,000  shares  of  Common  Stock.  The  total number of options
granted as of December 31, 2007 was 851,125, and the number of options available
for  future  issuance  was  148,875.  Currently, the plan is administered by the
Compensation  Committee.



ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND  RELATED  STOCKHOLDER  MATTERS

     We  had  outstanding  4,317,456  shares of Common Stock, $.01 par value per
share,  or the Common Stock, on April 25, 2008, which constitutes the only class
of  our  outstanding  voting  securities.

FIVE PERCENT STOCKHOLDERS

     At  April  25, 2008, the following were the only persons known to us to own
beneficially  more  than  5%  of  the  outstanding  shares  of  Common  Stock:


<TABLE>
<CAPTION>

                                      Name                                Amount and          Percentage of
Title of                         and Address of                           Nature of        Outstanding Shares
Class                           Beneficial Owner                     Beneficial Ownership    of Common Stock
<S>           <C>                                                    <C>                   <C>
------------  -----------------------------------------------------  --------------------  -------------------
              Cooke Family Trust (1)
              90 Grande Brook Circle, #1526
Common Stock  Wakefield, Rhode Island 02879                                       873,886               19.26%
------------  -----------------------------------------------------  --------------------  -------------------

<FN>

1.     The  shares  attributed  to  the  Cooke  Family  Trust  include  653,886  shares  owned
beneficially  and  220,000  in Common Stock warrants exercisable to purchase an equal number of
shares  of Common Stock.  This information was derived from the Schedule 13D Amendment #3 filed
on  September  6,  2006.

</TABLE>



SECURITY  OWNERSHIP  OF  MANAGEMENT

     The  following  table  sets  forth,  as of April 25, 2008, 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 4,317,456 shares of
Common  Stock outstanding on the record date.  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 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.


<TABLE>
<CAPTION>

                                                       Amount and Nature of
Title of Class        Name of Beneficial Owner         Beneficial Ownership  1     Percent of Class
--------------  -------------------------------------  --------------------       -----------------
<S>             <C>                                    <C>                   <C>  <C>
Common Stock    R. Francis DiPrete                                  154,190  2                3.46%
Common Stock    Mark D. Hagans                                        9,750  3                0.23%
Common Stock    James H. Hartung                                     28,500  4                0.66%
Common Stock    Timothy R. Kasmoch                                  405,000  5                8.77%
Common Stock    Thomas L. Kovacik                                     8,750  6                0.20%
Common Stock    Carl Richard                                        135,350  7                3.07%
Common Stock    Joseph H. Scheib                                    170,663  8                3.89%
Common Stock    Robert W. Bohmer                                     52,100  9                1.19%
Common Stock    James K. McHugh                                     111,651  10               2.52%
                All directors and executive officers
Common Stock                as a group (9 persons)                1,075,954  11              21.05%

<FN>

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

     2.  Represents  16,340  shares  of  Common  Stock  owned  by  Mr.  DiPrete,
     62,850  shares  issuable  upon  exercise  of  options  which  are currently
     exercisable  at  prices  ranging  from  $0.70 to $3.05 per share and 75,000
     unregistered  shares issuable upon exercise of warrants which are currently
     exercisable  at  $2.00  per  share.

     3.  Represents  1,000  shares  of  Common  Stock  owned  by  Mr. Hagans and
     8,750  shares  issuable  upon  exercise  of  options  which  are  currently
     exercisable  at  prices  ranging  from  $2.00  to  $3.00  per  share.

     4.  Represents  -0-  shares  of  Common  Stock  owned  by  Mr.  J. Hartung,
     17,500  shares  issuable  upon  exercise  of  options  which  are currently
     exercisable  at  prices  ranging  from  $0.70 to $3.00 per share and 11,000
     unregistered  shares issuable upon exercise of warrants which are currently
     exercisable  at  $2.00  per  share.

     5.  Represents  100,000  unregistered  shares  and  2,500 registered shares
     of  Common  Stock owned by Mr. Kasmoch, 50,000 unregistered shares issuable
     upon  exercise  of  warrants  which  are currently exercisable at $1.85 per
     share  and  252,500  shares  issuable  upon  exercise  of options which are
     currently  exercisable  at  prices  ranging  from $1.70 to $2.00 per share.

     6.  Represents  -0-  shares  of  Common  Stock  owned  by  Mr.  Kovacik and
     8,750  shares  issuable  upon  exercise  of  options  which  are  currently
     exercisable  at  prices  ranging  from  $2.00  to  $3.00  per  share.

     7.  Represents  51,000  shares  of  Common  Stock  owned  by  Mr.  Richard,
     26,250  shares  issuable  upon  exercise  of  options  which  are currently
     exercisable  at  prices  ranging  from  $0.70 to $3.00 per share and 58,100
     unregistered  shares issuable upon exercise of warrants which are currently
     exercisable  at  prices  ranging  from  $1.85  to  $2.00  per  share.

     8.  Represents  104,063  shares  of  Common  Stock  owned  by  Mr.  Scheib,
     30,000  shares  issuable  upon  exercise  of  options  which  are currently
     exercisable  at  prices  ranging  from $0.70 to $3.00 per share, 600 shares
     owned by a family member over which Mr. Scheib acts as custodian and 36,000
     unregistered  shares issuable upon exercise of warrants which are currently
     exercisable  at  prices  ranging  from  $1.85  to  $2.00  per  share.

     9.  Represents  2,100  shares  of  Common  Stock  owned  by  Mr. Bohmer and
     50,000  shares  issuable  upon  exercise  of  options  which  are currently
     exercisable  at  $2.80  per  share.

     10.  Represents  3,651  shares  of  Common  Stock owned by Mr. McHugh and a
     total  of  108,000  shares  issuable  upon  exercise  of  options which are
     currently  exercisable  at  prices  ranging  from $1.50 to $5.00 per share.

     11.  Represents  280,654  shares  of  Common  Stock  owned by the Directors
     and  Officers,  600  shares  owned indirectly, 564,600 shares issuable upon
     exercise  of options which are currently exercisable at prices ranging from
     $0.70  to  $5.00  per  share  and  a  total  of 230,100 unregistered shares
     issuable  upon  exercise  of  warrants  which  are currently exercisable at
     prices  ranging  from  $1.85  to  $2.00  per  share.


</TABLE>



ITEM  12.          CERTAIN  RELATIONSHIPS,  RELATED  TRANSACTIONS  AND  DIRECTOR
INDEPENDENCE

     In  May  2007,  we  retained  Mr.  Kasmoch's  son,  Nicholas  Lynn, for the
development  and  redesign  of  the  Company's  web  site,  and paid him $2,500.

     During  2007,  Howard  Hartung,  the  son  of  James H. Hartung, one of our
directors,  was  employed  as  our Chief Operating Officer, an executive officer
position.  During  2007,  Howard  Hartung  received  a  salary of $65,000 and no
options  to  purchase  shares  of  Common  Stock.  Howard Hartung resigned as an
employee  and  officer  of  the  Company  in  January,  2008.


DIRECTOR 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.  In the past, we
have  looked  to  the  NYSE  listed  company  requirements  for  the determining
independence  of  directors,  however, it is much more likely that, in the event
that  we apply for listing on an exchange, we would apply for listing on NASDAQ.

     Consequently,  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 are independent other than Mr. Kasmoch,
who  is  not  an  independent  Director by virtue of his current position as our
chief executive officer, and Mr. Hartung, who was not independent during 2007 by
virtue  of  his  son,  Howard Hartung, serving as one of our executive officers.
Howard  Hartung  resigned  as  our  employee  in  January  2008.



ITEM  13.     EXHIBITS

     Exhibit  No.  Description
     ------------  -----------

     31.1  Certification  of  Chief Executive Officer Pursuant to Section 302 of
the  Sarbanes-Oxley  Act  of  2002.

     31.2  Certification  of  Chief Financial Officer Pursuant to Section 302 of
the  Sarbanes-Oxley  Act  of  2002.

     32.1  Certification  of  Chief Executive Officer Pursuant to Section 906 of
the  Sarbanes-Oxley  Act  of  2002.

     32.2  Certification  of  Chief Financial Officer Pursuant to Section 906 of
the  Sarbanes-Oxley  Act  of  2002.



ITEM  14.          PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

AUDIT FEES

     Audit  services  of  UHY  LLP  ("UHY")  included  the  audit  of our annual
financial  statements  for  2007  and  2006,  and  services related to quarterly
filings  with the SEC through the reporting period ended September 30 in each of
those years.  Fees for these services totaled approximately $58,000 for 2007 and
$56,600  for  2006.

AUDIT  RELATED  FEES

     There  were  no  fees  billed  for  the  years  ended December 31, 2007 and
December  31, 2006 for assurance and related services by UHY that are reasonably
related  to  the performance of the audit or review of our financial statements.

TAX  FEES

     There  were  no  fees  billed  for  the  years  ended December 31, 2007 and
December  31, 2006 for professional services rendered by UHY for tax compliance,
tax  advice,  and  tax  planning.

ALL  OTHER  FEES

     UHY  provided  assistance on accounting related matters totaling $9,000 for
the  year  ended  December  31,  2007 and $1,375 for the year ended December 31,
2006.

     Although  the  Audit  Committee Charter does not explicitly require it, the
Audit  Committee approves all engagements of outside auditors before any work is
begun  on  the  engagement.


<PAGE>

                                   SIGNATURES


     Pursuant  to  the  requirements of Section 13 or 15(d) of the Exchange Act,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                        N-VIRO  INTERNATIONAL  CORPORATION

Dated:  April  29,  2008

           By:  /s/  Timothy  R.  Kasmoch  *
              ------------------------------
              Timothy  R.  Kasmoch,  Chief  Executive  Officer  and  President
              (Principal  Executive  Officer)


                                POWER OF ATTORNEY

     Know  all  persons  by  these  presents,  that  each person whose signature
appears  below  constitutes  and  appoints James K. McHugh his attorney-in-fact,
each  with the power of substitution, for him in any and all capacities, to sign
any  amendments to this Form 10-KSB, and to file the same, with exhibits thereto
and  other  documents  in connection therewith, with the Securities and Exchange
Commission,  hereby  ratifying  and  confirming  all  that  each  of  said
attorneys-in-fact,  or  his  substitutes,  may  do or cause to be done by virtue
hereof.

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


Dated:  April 29,  2008


/s/  Timothy  R.  Kasmoch*             /s/  James  K.  McHugh
--------------------------             ----------------------
Timothy  R.  Kasmoch,                  James  K.  McHugh
Chief Executive Officer                Chief Financial Officer,
President and Director                 Secretary and Treasurer
(Principal  Executive  Officer)        (Principal  Financial  Officer)


/s/ James  H.  Hartung*                /s/  R.  Francis  DiPrete*
----------------------                 ----------------------------
James  H.  Hartung,  Director          R. Francis DiPrete, Director
and Chairman of the Board


/s/  Joseph H. Scheib,  Director*      /s/  Mark  D.  Hagans*
---------------------------------      ----------------------
Joseph  H.  Scheib,  Director          Mark  D.  Hagans,  Director


/s/  Carl  Richard*                    /s/ Thomas  L.  Kovacik*
-------------------                    -------------------------
Carl  Richard,  Director               Thomas  L.  Kovacik,  Director



*  by  James  K.  McHugh,  Attorney-In-Fact