EFFECTIVE AUGUST 23RD, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 24, 2004 N-VIRO INTERNATIONAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-21802 34-1741211 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) INCORPORATION OR ORGANIZATION) (IRS EMPLOYER IDENTIFICATION NO.) 3450 W. CENTRAL AVENUE, SUITE 328 TOLEDO, OHIO 43606 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (419) 535-6374 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) __________________________________________________________________ Item 5.02 Election of Directors At a meeting of the Board of Directors on November 24, 2004, the Company elected Joseph H. Scheib as a Class I director, effective through the Company's next annual meeting to be held in 2005. Mr. Scheib has been appointed to the Audit Committee, and will serve as its Chairperson and financial expert. Mr. Scheib holds no other directorships or officer positions in other reporting companies, nor is related to any other directors or officers of the Company. The Company issued a related press release on December 1, 2004, announcing Mr. Scheib's election to the Board, which has been attached to this filing as Exhibit 10.1. Item 9.01 - Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ------------ ----------- 10.1 Press Release dated December 1, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. N-VIRO INTERNATIONAL CORPORATION Dated: December 1, 2004 By: /s/ James K. McHugh James K. McHugh Chief Financial Officer