UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number:  0-21802

N-VIRO INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware                                                                                  34-1741211

(State or other jurisdiction of incorporation or organization)                                            (I.R.S. Employer Identification No.)

2254 Centennial Road    Toledo, Ohio                                         43617

(Address of principal executive offices)                                                                                      (Zip Code)

Registrant's telephone number, including area code:                                                                        (419) 535-6374

Securities registered pursuant to Section 12(b) of the Exchange Act:                                                              None

Securities registered pursuant to Section 12(g) of the Act:                        Common Stock, par value $.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o     No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes  o     No  x

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x     No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

  x

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

Yes  o     No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:   $9,036,000.

The number of shares of Common Stock of the registrant outstanding as of March 27, 2015 was 8,550,411.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

The sole purpose of this Amendment No.1 on Form 10-K/A (the “Amendment”) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Annual Report”) filed with the U.S. Securities and Exchange Commission (“the “Commission”) on April 15, 2015 (the “Filing Date”), is to comply with a request we received from the Commission to resubmit the XBRL files for the 2014 Annual Report so that the Commission can make the files available on its website to the public.  The request arose from these circumstances:  On the Filing Date, the Company’s submission to the Commission for the filing did include six (6) XBRL Data Files (the “Original XBRL Data Files”) for the 2014 Annual Report.  Although the Commission accepted our filing as of April 15, 2015, they have since informed us certain transmission issues affected the Original XBRL Data Files and have prevented the Commission from making the Original XBRL Data Files available to the public on its web site.  As a consequence, the Commission requested the Company electronically resubmit the XBRL Data Files for the 2014 Annual Report in accordance with Rule 405 of Regulation S-T.  Accordingly, in this Amendment to the 2014 Annual Report, the Company has resubmitted the XBRL Data Files such that they will be in form to be posted on the Commission’s website.  Please note: (1)  although the Company has made all of the Original XBRL Data Files available to the public on its site, www.nviro.com, since April 15, 2015, the Company will replace the Original XBRL Data Files with the files submitted to the Commission in this Amendment; (2) except for the replacement of the Original XBRL Data Files by the files attached to this Amendment, there are no other changes to the information in the Company’s 2014 Annual Report submitted as part of this Amendment.

As required by Rule 12b-15, the Company's principal executive officer and principal financial officer are providing Rule 13a-14(a)/15(d)-14(a) certifications.  Accordingly, the Company hereby amends Item 15 in its Annual Report on Form 10-K for the year ended December 31, 2014 to provide those reports as Exhibits, in addition to Exhibit 101 for the XBRL documents.

Except as described above, no other changes have been made to the Form 10-K.  This amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

PART IV

Item 15.

Exhibits, Financial Statement Schedules

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.

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 #

#

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

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, 2015

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-K/A (Amendment No. 1), 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, 2015

/s/  Timothy R. Kasmoch*

/s/  James K. McHugh

Timothy R. Kasmoch, Chief Executive Officer,

James K. McHugh

President and Director

Chief Financial Officer, Secretary and Treasurer

(Principal Executive Officer)

(Principal Financial Officer)

/s/  James H. Hartung*

/s/  Mark D. Hagans*

James H. Hartung, Director & Chairman of the Board

Mark D. Hagans, Director

/s/  Joseph H. Scheib*

/s/  Thomas L. Kovacik*

Joseph H. Scheib, Director

Thomas L. Kovacik, Director

/s/  Carl Richard*

/s/  Michael Burton-Prateley*

Carl Richard, Director

Michael Burton-Prateley

/s/  Gene K. Richard*

Gene K. Richard, Director

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