SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                        Commission File Number: 0-21802
                                        Cusip Number: 62944W207




                                                                      
(Check One):    |X| Form 10-K    |_| Form 20-F     |_| Form 11-K    |_| Form 10-Q    |_| Form N-SAR
                    For Period Ended:  December 31, 2001
                                       -----------------
                    [  ]  Transition Report on Form 10-K
                    [  ]  Transition Report on Form 20-F
                    [  ]  Transition Report on Form 11-K
                    [  ]  Transition Report on Form 10-Q
                    [  ]  Transition Report on Form N-SAR
                    For the Transition Period Ended:_______________________________

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                    Read attached instruction sheet before preparing form. Please print or type.
 Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:_____


PART I - REGISTRANT INFORMATION


N-Viro International Corporation
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Full Name of Registrant


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Former Name if Applicable


3450 W. Central Avenue, Suite 328
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Address of Principal Executive Office (Street and Number)


Toledo, Ohio  43606
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City, State and Zip Code


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

|X|  (a)  The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

|X|  (b)  The subject annual report, semi-annual report, transition report on
          Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof, will be filed
          on or before the 15th calendar day following the prescribed due date;
          or the subject quarterly report or transition report on Form 10-Q, or
          portion thereof will be filed on or before the fifth calendar day
          following the prescribed due date; and



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|_|  (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached of applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10K, 11-K, 10-Q,
N-SAR, or the transitional report or portion thereof could not be filed within
the prescribed time period.

     The Company's final audited financial statement required to be included in
the Form 10-K for the year ended December 31, 2001, has not been received as of
the date hereof.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification:

     James K. Mchugh  Chief Financial Officer       (419)        535-6374
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                (Name)                           (Area Code)  (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such reports have been filed? If the answer
     is no, identify report(s).

                                                      |X|  Yes     |_|  No


(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earning statements to be included in the subject report or portion thereof?

                                                      |X|  Yes     |_|  No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and , if appropriate, state the reasons why a
     reasonable estimate of the results cannot be made.


                            See Attachment A hereto.

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                        N-Viro International Corporation
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.



Date:   3/29/02         By  /s/  James K. Mchugh
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                           Name:  James K. McHugh
                           Title: Chief Financial Officer



INSTRUCTION: The form may be signed by an executive officer of the registrant or
by an other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive office), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

        INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
                    CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).



                              GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 25049, in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act. The information contained in
     or filed with the form will be made a matter of public record in the
     Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications must also be filed on Form 12b-25 but need
     not restate information that has been correctly furnished. The form shall
     be clearly identified as an amended notification.



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                                  ATTACHMENT A

     N-Viro International Corporation (the "Company") expects to report on Form
10-K, when filed, that consolidated revenues amounted to approximately $4.3
million for the year ended December 31, 2001, compared to $4.17 million for the
year ended December 31, 2000.

     The Company anticipates a net loss of approximately $1,300,000 for the year
ended December 31, 2001 compared to a net loss of $845,000 for the year ended
December 31, 2000. The increase in net loss was principally due to: decreases in
one-time license revenue; an increase in the cost of revenues; an increase in
operating expenses for litigation, legal fees and penalties; a decrease in
nonoperating income for bad debt recovery; a decrease in the provision for
federal income taxes.

     The Company expects working capital to be approximately ($1,000,000) as of
December 31, 2001, compared to $311,000 as of December 31, 2000. The decrease in
working capital was principally due to the operating loss for the year.

     The Company expects stockholders' equity to amount to approximately $1.40
million as of December 31, 2001, compared to $2.66 million as of December 31,
2000. The decrease in stockholders' equity was principally due to the operating
loss for the year.







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