UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q




MARK
ONE




x Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
Quarterly Period ended June 30, 2009; 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:000-27783




VISTA
INTERNATIONAL TECHNOLOGIES, INC.


(Exact
name of registrant as specified in its charter)


Delaware
                  84-1572525(State
      or other jurisdiction of
                    incorporation
      or organization)
                  (I.R.S.
      Employer Identification
No.)




4704
Harlan Street, Suite 685, Denver, Colorado 80212


(Address
of principal executive offices, including zip code)




(303)
690-8300


(Registrant’s
telephone number, including area code)




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
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 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 o
Accelerated filer o
Non-accelerated filer o (Do not check if a
smaller reporting company) Smaller reporting company x




Indicate
by a check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x .




As of
August 14, 2009, Vista International Technologies, Inc. had outstanding
103,002,366 shares of common stock, par value $0.001 per share.












VISTA
INTERNATIONAL TECHNOLOGIES, INC.




TABLE
OF CONTENTS




PART
I – FINANCIAL INFORMATION


Item
      1.
              Financial
      Statements - UnauditedConsolidated
      Balance Sheets – June 30, 2009 (unaudited) and December 31,
      2008
              
              1Consolidated
      Statements of Operations for the Three and Six Months ended June 30, 2009
      and 2008 (restated) (unaudited)
              
              2Consolidated
      Statements of Cash Flows for the Six Months ended June 30, 2009 and 2008
      (restated) (unaudited)
              
              3Notes
      to Unaudited Interim Consolidated Financial Statements
              
              4Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              13Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              
              17Item
      4T.
              Controls
      and Procedures
              
              17PART
      2 - OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              
              18Item
      2.
              Unregistered
      Sales of Equity Securities And Use of Proceeds
              
              18Item
      3.
              Defaults
      Upon Senior Securities
              
              19Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              
              19Item
      5.
              Other
      Information
              
              19Item
      6.
              Exhibits
              
              19Signatures
              
              21







Vista
International Technologies, Inc.


Consolidated
Balance Sheet


June
      30,2009
                                                                          (Unaudited)
                                                                        
                                                                        
                                                                        December
                                                                          31,
      2008
                                                                          RestatedASSETSCurrent
      assetsCash
      and cash equivalents
                                                                        
                                                                        $
                                                                        10,811
                                                                        
                                                                        
                                                                        $
                                                                        13,698Restricted
      cash
                                                                        
                                                                        
                                                                        23,422
                                                                        
                                                                        
                                                                        
                                                                        23,422Accounts
      receivable
                                                                        
                                                                        
                                                                        19,203
                                                                        
                                                                        
                                                                        
                                                                        4,643Prepaid
      expenses
                                                                        
                                                                        
                                                                        20
                                                                        
                                                                        
                                                                        
                                                                        21,531Total
      current assets
                                                                        
                                                                        
                                                                        53,456
                                                                        
                                                                        
                                                                        
                                                                        63,294Deposits
                                                                        
                                                                        
                                                                        21,168
                                                                        
                                                                        
                                                                        
                                                                        21,167Property
      and equipment, net of accumulated depreciation
                                                                        
                                                                        
                                                                        427,362
                                                                        
                                                                        
                                                                        
                                                                        510,865Intangibles,
      net of accumulated amortization
                                                                        
                                                                        
                                                                        33,055
                                                                        
                                                                        
                                                                        
                                                                        35,195Total
      assets
                                                                        
                                                                        $
                                                                        535,041
                                                                        
                                                                        
                                                                        $
                                                                        630,521LIABILITIES
      AND (DEFICIENCY IN) STOCKHOLDERS’ EQUITYCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                                                                        
                                                                        $
                                                                        1,630,957
                                                                        
                                                                        
                                                                        $
                                                                        1,577,932Payable
      to related parties
                                                                        
                                                                        
                                                                        159,000
                                                                        
                                                                        
                                                                        
                                                                        66,900Accrued
      compensation and payroll liabilities
                                                                        
                                                                        
                                                                        597,581
                                                                        
                                                                        
                                                                        
                                                                        426,823Accrued
      interest
                                                                        
                                                                        
                                                                        121,943
                                                                        
                                                                        
                                                                        
                                                                        99,411Notes
      payable - stockholder
                                                                        
                                                                        
                                                                        500,000
                                                                        
                                                                        
                                                                        
                                                                        500,000Notes
      payable and capital leases - current portion
                                                                        
                                                                        
                                                                        166,686
                                                                        
                                                                        
                                                                        
                                                                        194,660Total
      current liabilities
                                                                        
                                                                        
                                                                        3,176,167
                                                                        
                                                                        
                                                                        
                                                                        2,865,726Commitments
      and contingencies
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —Stockholders’
      deficitPreferred
      stock, $0.001 par value: 10,000,000 shares authorized; none issued or
      outstanding
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —Common
      stock, $0.001 par value; 200,000,000 shares authorized;103,002,366
      shares issued outstanding at June 30, 2009 and December 31, 2008,
      respectively
                                                                        
                                                                        
                                                                        103,002
                                                                        
                                                                        
                                                                        
                                                                        103,002Additional
      paid-in capital
                                                                        
                                                                        
                                                                        61,996,720
                                                                        
                                                                        
                                                                        
                                                                        61,994,691Common
      stock to be issued
                                                                        
                                                                        
                                                                        1,069
                                                                        
                                                                        
                                                                        
                                                                        1,048Accumulated
      deficit
                                                                        
                                                                        
                                                                        (64,741,917
                                                                        )
                                                                        
                                                                        
                                                                        (64,333,946
                                                                        )Total
      stockholders’ deficit
                                                                        
                                                                        
                                                                        (2,641,126
                                                                        )
                                                                        
                                                                        
                                                                        (2,235,205
                                                                        )Total
      liabilities and stockholders’ deficit
                                                                        
                                                                        $
                                                                        535,041
                                                                        
                                                                        
                                                                        $
                                                                        630,521




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


1




Vista
International Technologies, Inc.


Consolidated
Statements of Operations


For
      the
                                                                                      Three
                                                                                      Months
                                                                                      Ended
                                                                                      June
      30,
                                                                                      2009Unaudited
                                                                                    
                                                                                    
                                                                                    Restated
                                                                                      Unaudited
                                                                                      For
      the
                                                                                      Three
                                                                                      Months
                                                                                      Ended
                                                                                      June
      30,
                                                                                      2008
                                                                                    
                                                                                    
                                                                                    For
      the Six
                                                                                      Months
                                                                                      Ended
                                                                                      June
      30,
                                                                                      2009Unaudited
                                                                                    
                                                                                    
                                                                                    RestatedUnauditedFor
      the Six
                                                                                      Months
                                                                                      Ended
                                                                                      June
      30,
                                                                                      2008Revenues
                                                                                    
                                                                                    $
                                                                                    130,270
                                                                                    
                                                                                    
                                                                                    $
                                                                                    888
                                                                                    
                                                                                    
                                                                                    $
                                                                                    225,151
                                                                                    
                                                                                    
                                                                                    $
                                                                                    6,637Cost
      of revenue
                                                                                    
                                                                                    
                                                                                    88,629
                                                                                    
                                                                                    
                                                                                    
                                                                                    68,193
                                                                                    
                                                                                    
                                                                                    
                                                                                    172,943
                                                                                    
                                                                                    
                                                                                    
                                                                                    185,469Gross
      Profit (loss)
                                                                                    
                                                                                    
                                                                                    41,641
                                                                                    
                                                                                    
                                                                                    
                                                                                    (67,305
                                                                                    )
                                                                                    
                                                                                    
                                                                                    52,208
                                                                                    
                                                                                    
                                                                                    
                                                                                    (178,832
                                                                                    )Operating
      expenses:Selling,
      general and administrative expenses
                                                                                    
                                                                                    
                                                                                    236,923
                                                                                    
                                                                                    
                                                                                    
                                                                                    226,288
                                                                                    
                                                                                    
                                                                                    
                                                                                    435,911
                                                                                    
                                                                                    
                                                                                    
                                                                                    563,295Total
      operating expenses
                                                                                    
                                                                                    
                                                                                    236,923
                                                                                    
                                                                                    
                                                                                    
                                                                                    226,288
                                                                                    
                                                                                    
                                                                                    
                                                                                    435,911
                                                                                    
                                                                                    
                                                                                    
                                                                                    563,295Loss
      from operations
                                                                                    
                                                                                    
                                                                                    (195,282
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (293,593
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (383,703
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (742,127
                                                                                    )Other
      income (expense):Other
      income
                                                                                    
                                                                                    
                                                                                    —
                                                                                    
                                                                                    
                                                                                    
                                                                                    —
                                                                                    
                                                                                    
                                                                                    
                                                                                    —
                                                                                    
                                                                                    
                                                                                    
                                                                                    66,667Interest
      expense
                                                                                    
                                                                                    
                                                                                    (11,403
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (12,320
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (24,267
                                                                                    )
                                                                                    
                                                                                    
                                                                                    (25,375
                                                                                    )Net
      loss
                                                                                    
                                                                                    $
                                                                                    (206,686
                                                                                    )
                                                                                    
                                                                                    $
                                                                                    (305,913
                                                                                    )
                                                                                    
                                                                                    $
                                                                                    (407,971
                                                                                    )
                                                                                    
                                                                                    $
                                                                                    (700,835
                                                                                    )Net
      loss per share, basic and diluted
                                                                                    
                                                                                    $
                                                                                    (0.002
                                                                                    )
                                                                                    
                                                                                    $
                                                                                    (0.003
                                                                                    )
                                                                                    
                                                                                    $
                                                                                    (0.004
                                                                                    )
                                                                                    
                                                                                    $
                                                                                    (0.007
                                                                                    )Weighted
      average common shares outstanding
                                                                                    
                                                                                    
                                                                                    103,002,366
                                                                                    
                                                                                    
                                                                                    
                                                                                    96,482,963
                                                                                    
                                                                                    
                                                                                    
                                                                                    103,002,366
                                                                                    
                                                                                    
                                                                                    
                                                                                    93,796,840




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


2




Vista
International Technologies, Inc.


Consolidated
Statements of Cash Flows


For
      the Six
                                                                                          Months
                                                                                          Ended
      June
                                                                                          30,
      2009
                                                                                          (Unaudited)
                                                                                        
                                                                                        
                                                                                        For
      the Six
                                                                                          Months
                                                                                          Ended
      June
                                                                                          30,
      2008
                                                                                          (Restated)
                                                                                          (Unaudited)Cash
      flows from operating activities:Net
      Income (loss)
                                                                                        
                                                                                        $
                                                                                        (407,971
                                                                                        )
                                                                                        
                                                                                        $
                                                                                        (700,835
                                                                                        )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                                                                                        
                                                                                        
                                                                                        85,644
                                                                                        
                                                                                        
                                                                                        
                                                                                        70,014Other
      income
                                                                                        
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        
                                                                                        (66,667
                                                                                        )Common
      stock to be issued for expenses paid
                                                                                        
                                                                                        
                                                                                        2,050
                                                                                        
                                                                                        
                                                                                        
                                                                                        —Changes
      in assets and liabilities:(Increase)
      decrease in assets:Accounts
      receivable
                                                                                        
                                                                                        
                                                                                        (14,560
                                                                                        )
                                                                                        
                                                                                        
                                                                                        586Prepaid
      expenses
                                                                                        
                                                                                        
                                                                                        21,511
                                                                                        
                                                                                        
                                                                                        
                                                                                        (6,808
                                                                                        )Other
      assets
                                                                                        
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        
                                                                                        (372
                                                                                        )Increase
      (decrease) in liabilities:Accounts
      payable and accrued liabilities
                                                                                        
                                                                                        
                                                                                        240,015
                                                                                        
                                                                                        
                                                                                        
                                                                                        305,812Related
      party payables
                                                                                        
                                                                                        
                                                                                        95,400
                                                                                        
                                                                                        
                                                                                        
                                                                                        —Net
      cash provided by (used in) operating activities
                                                                                        
                                                                                        
                                                                                        22,089
                                                                                        
                                                                                        
                                                                                        
                                                                                        (398,269
                                                                                        )Cash
      flows from investing activities:Equipment
      and intangible asset purchases
                                                                                        
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        
                                                                                        (50,102
                                                                                        )Net
      cash used in investing activities
                                                                                        
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        
                                                                                        (50,102
                                                                                        )Cash
      flows from financing activities:Payments
      on debt
                                                                                        
                                                                                        
                                                                                        (24,976
                                                                                        )
                                                                                        
                                                                                        
                                                                                        (19,781
                                                                                        )Proceeds
      from issuance of notes and loans
                                                                                        
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        
                                                                                        65,502Proceeds
      from common stock to be issued
                                                                                        
                                                                                        
                                                                                        —
                                                                                        
                                                                                        
                                                                                        
                                                                                        400,552Net
      cash provided by (used in) financing activities
                                                                                        
                                                                                        
                                                                                        (24,976
                                                                                        )
                                                                                        
                                                                                        
                                                                                        446,273Increase
      (decrease) in cash and cash equivalents
                                                                                        
                                                                                        
                                                                                        (2,887
                                                                                        )
                                                                                        
                                                                                        
                                                                                        (2,098
                                                                                        )Cash
      and cash equivalents at beginning of period
                                                                                        
                                                                                        
                                                                                        37,120
                                                                                        
                                                                                        
                                                                                        
                                                                                        9,017Cash
      and cash equivalents at end of period
                                                                                        
                                                                                        $
                                                                                        34,233
                                                                                        
                                                                                        
                                                                                        $
                                                                                        6,919Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Interest
                                                                                        
                                                                                        $
                                                                                        1,736
                                                                                        
                                                                                        
                                                                                        $
                                                                                        1,528Taxes
                                                                                        
                                                                                        $
                                                                                        —
                                                                                        
                                                                                        
                                                                                        $
                                                                                        5,000Non
      cash financing activities:Common
      stock issued for services
                                                                                        
                                                                                        $
                                                                                        —
                                                                                        
                                                                                        
                                                                                        $
                                                                                        75,000




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


3




Vista
International Technologies, Inc.


NOTES
TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


JUNE
30, 2009 and 2008




1.
Significant Accounting Policies and Nature of Operations:




Unaudited
Interim Financial Statements




The
accompanying unaudited interim financial statements, which include the Company’s
wholly owned subsidiaries, have been prepared by the Company in accordance with
generally accepted accounting principles pursuant to Regulation S-K of the
Securities and Exchange Commission. The financial information has not been
audited and should not be relied on to the same extent as audited financial
statements. Certain information and footnote disclosures normally included in
audited financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, these interim
financial statements should be read in conjunction with the Company’s financial
statements and related notes as contained in Form 10-K for the year ended
December 31, 2008. In the opinion of management, the interim financial
statements reflect all adjustments, including normal recurring adjustments,
necessary for fair presentation of the interim periods presented. The results of
operations for the six months ended June 30, 2009 are not necessarily indicative
of results of operations to be expected for the full year.




Description
of Business




Vista
International Technologies, Inc. (the “Company”, “we”, “our”) is in the business
of developing, commercializing and operating renewable energy and waste to
energy (WTE) technologies and projects. The Company’s mission is to provide a
clean, dependable, cost-competitive energy alternative to fossil fuels. We plan
to develop projects with government, community, industry and financial partners
to recover the available hydro-carbon based energy from materials previously
considered “waste” and destined for disposal. The recovery of energy from waste
using our Thermal GasifierTM diverts large volumes of material from landfills and
other disposal sites while providing clean alternative energy comparable to that
of fossil fuels.




The
Company is focusing its business on two areas which are presently conducted in
two separate facilities:


●
              tire
      derived fuel (“TDF”) processing operation in Hutchins, Texas,
      and●
              renewable
      energy and waste to energy (WTE) utilizing the company’s Thermal GasifierTM
      technology and corporate offices in Denver,
  Colorado




Restatement




On
December 7, 2007, the Company sold a shredder for $175,000, consisting of cash
of $110,000 and an account receivable of $65,000. The shredder required repairs
that the Company did not have adequate funds to make. The shredder was subject
to a lien, as part of the security interest in all of the Company’s assets,
which secured a $500,000 note payable to a stockholder. The sale had been
recorded as deferred in the financial statements for the year ended December 31,
2007. It was later determined that the sale should have been recorded during the
year ended December 31, 2007. The December 31, 2007 financial statements were
restated as follows:


Increase
      to accounts receivable
                
                $
                65,000Decrease
      to other assets
                
                $
                (130,871
                )Decrease
      in accounts payable and accrued liabilities
                
                $
                (110,000
                )Increase
      in gain on disposition of assets
                
                $
                44,129Decrease
      in accumulated deficit
                
                $
                (44,129
                )


4




Additionally,
it was determined that the March 31, 2008 statement of operations did not
reflect all interest and depreciation expense. For the three months ended March
31, 2008, the Company recorded $3,223 and $9,032 of additional interest and
depreciation expense, respectively. The Company also recorded a gain on a note
payable, due to lack of contact from the lender during the three months ended
March 31, 2008. Management determined during the December 31, 2008 audit that it
was not appropriate to record the gain. The March 31, 2008 financial statements
have been restated as follows:


Decrease
      to property and equipment, net
                
                $
                (9,032
                )Decrease
      to other assets
                
                $
                (130,871
                )Decrease
      in accounts payable and accrued liabilities
                
                $
                (171,777
                )Increase
      to notes payable
                
                $
                66,667Decrease
      in other income
                
                $
                (66,667
                )Decrease
      in accumulated deficit
                
                $
                (34,793
                )




Liquidity,
Going Concern, and Management’s Plan




The
Company’s consolidated financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The Company had a
net loss of $407,971 for the six months ended June 30, 2009. At June 30, 2009
the Company had a working capital deficit of $3,122,711, and an accumulated
deficit of $64,741,917. The Company is currently in default on notes payable of
$666,686. As a result, the Company’s independent registered public accounting
firm, in their report on the Company’s December 31, 2008 audited consolidated
financial statements, has raised substantial doubt about the Company’s ability
to continue as a going concern.




Management
believes that additional financing will be necessary in order for the Company to
execute its business plan. There can be no assurance that additional financing
will be available at rates favorable to the Company, or at all.




Our
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should we be unable to
continue as a going concern. Our continuation as a going concern is dependent
upon the ability to generate sufficient cash flow or obtain equity investment or
additional financing to meet obligations on a timely basis and ultimately to
achieve profitable operations.




Management
plans to focus the company’s resources in three key areas: Thermal GasifierTM
engineering design, development of core business opportunities and attracting
strategic investment. While management considers the Thermal GasifierTM and waste
to energy segment to be our core business, we also intend to continue the
improvement of the tire processing operation at our Hutchins, TX facility to
increase production and reduce operating costs thus providing a positive cash
flow for the company. It is management’s belief that by improving all facets of
company operations, we will be better situated to attract investors looking to
enter the waste to energy and renewable energy marketplace.




The
Company believes its cash on hand and the revenues it expects to generate at
current levels will not be sufficient to fund the Company’s planned operating
needs. We are seeking additional funding for the purposes described above. The
Company is exploring numerous financing opportunities but has no agreements or
commitments for funding at the present time. Future funding may be through an
equity investment, debt or convertible debt. Current market conditions present
uncertainty as to the Company’s ability to secure additional funds, as well as
its ability to reach full profitability. There can be no assurances that the
Company will be able to secure additional financing, or obtain favorable terms
on such financing if it is available, or as to the Company’s ability to achieve
positive earnings and cash flows from operations. Any continued negative cash
flows and lack of liquidity create significant uncertainty about the Company’s
ability to fully implement its operating plan, as a result of which the Company
may have to reduce the scope of its planned operations. If cash resources are
insufficient to satisfy the Company’s liquidity requirements, the Company would
be required to scale back or discontinue its technology and product development
programs, or obtain funds, if available, through strategic alliances that may
require the Company to relinquish rights to certain of its technologies
products, or to discontinue its operations entirely.


5




On
January 31, 2008, we executed an agreement with Vista International, Inc. (a
majority stockholder) to provide $2,000,000 of working capital in exchange for
our common stock at a value of $0.10 per common share. The value of our common
stock at closing on the date of the agreement was $0.12. The agreement
formalized a verbal agreement with Vista International, Inc. which, through
December 31, 2008, provided an equity investment of approximately $669,643 in
cash during 2008 for our operations for which we have issued 11,520,770 shares
of our common stock, representing investment for both 2008 and 2007. The company
did not receive full value of the commitment from Vista International
Inc.




During
the six months ended June 30, 2009, the Company received $2,050 for payments
from Vista International, Inc. for our operations for which we have an
obligation to issue 20,500 shares of common stock. These shares are classified
as common stock to be issued on our June 30, 2009 consolidated balance
sheet.




On April
16, 2009, the company passed a resolution and filed documentation for the
dissolution of the wholly owned subsidiary Nathaniel Energy Oklahoma Holdings
Corporation, with the Secretary of State, State of Oklahoma. Nathaniel Energy
Oklahoma Holdings Corporation was dissolved on July 23, 2009.




On May 5,
2009, the Company was notified by Richard C. Strain that Vista International,
Inc. had defaulted in its payment obligations to Mr. Strain pursuant to a
Promissory Note dated July 27, 2007, which was issued to Mr. Strain in
connection with Vista’s purchase of certain shares of the company from Mr.
Strain (the “Note”). Concurrently, Mr. Strain asserted control over certain
collateral for said Note, namely 43,700,000 shares of common stock of the
company which had been pledged by Vista International, Inc. as security for the
repayment of the Note. As a result of the enforcement of his rights under the
Note and related transaction documents, Mr. Strain was transferred 43,700,000
shares of stock of the company on or about May 29, 2009, resulting in his
current ownership of 52,718,333 shares representing an approximate 51.18%
ownership interest in the company.




On June
2, 2009, Johan Smith was removed as a Director of the company by written consent
of the holders of a majority of shares of the company.




On June
11, 2009, the company entered into a consulting and services agreement with
Mustang Consulting, LLC. The agreement calls for Mustang to provide engineering
services and other technical support towards the completion of the design of the
new generation Thermal GasifierTM and prepare it for commercialization of the
technology. Payment for these services will be in the form of cash and common
stock. The company will also provide Mustang with a license for the Thermal
GasifierTM technology for use in its waste to energy projects that it has under
development.




Use
of Estimates




The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States requires
management to make judgments, assumptions and estimates that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual
results could vary from these estimates. A material change in these or other
estimates could potentially have a material impact on results of operations. The
following critical accounting policies are impacted significantly by judgments,
assumptions and estimates.


6




Inventory




Tire-derived-fuel
(TDF) inventory is valued at its cost to produce a salable product using the
first-in first-out method, but in an amount not to exceed realizable value,
determined with respect to existing contractual sales prices, less costs to
complete the waste tire processing. TDF inventory value at June 30, 2009 is
zero.




The
Thermal GasifiersTM are valued at that portion of the contract price we
reasonably expect to receive upon completion and acceptance by our customer,
reduced by our contractual exposure to penalties contained in the contract which
could be incurred if our Thermal GasifiersTM do not produce to the specifications
in the contract. The Thermal GasifierTM inventory value at June 30, 2009 is
zero.




Research
and Development




Research
and development expenditures, all of which relate directly to the design and
development of our Thermal GasifierTM technology, are expensed as incurred. For
the six months ended June 30, 2009 and 2008, we had no research and development
expense from third parties.




Property,
Plant and Equipment and Related Depreciation




Property,
plant and equipment purchased or constructed is recorded at cost. Direct costs,
such as labor and materials, and indirect costs, such as overhead used during
construction are capitalized. Major units of property replacements or
improvements are capitalized and minor items are expensed. Gain or loss is
recorded in income for the difference between the net book value relative to
proceeds received, if any, when the asset is sold or retired. Depreciation is
provided for using straight-line and accelerated methods. Estimated useful lives
of the assets used in the computation of depreciation are as
follows:


Machinery
      and equipment
                        
                        2-5
      yearsBuildings
      and improvements
                        
                        2-15
      yearsVehicles
                        
                        5
      years




Depreciation
expense recorded in the statements of operations was $85,644 and $70,014 for the
six months ended June 30, 2009 and 2008, respectively.




Long-Lived
Assets




In
accordance with the Financial Accounting Standards Board’s (“FASB”) Statement of
Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment
or Disposal of Long-Lived Assets”, the Company reviews its long-lived assets,
including intangible assets, for impairment whenever events or changes in
circumstances indicate that the related carrying amount may not be recoverable.
Recovery of assets to be held and used is measured by a comparison of the
carrying amount of the assets to the future net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less the cost
to sell. Management uses significant judgments, assumptions and estimates to
calculate future cash flows expected to be generated by the assets under
impairment review. No impairment was recognized during the period ended June 30,
2009.




Revenue
Recognition




Our tire
fuel processing facility recognizes revenue in two ways. First when waste tires
are accepted at the facility we receive a disposal fee (“tipping fees”) and
secondly from the sale of processed tire-derived-fuel or unprocessed whole
tires. The revenues from tipping fees are fully earned when the waste tires are
accepted at the facility and the processed tire shred revenues are recognized
when the TDF is delivered to the end user. Internal quality controls are in
place to ensure that the tire-derived-fuel meets the standards required in
contracts for the delivery to our customers. This quality control reduces the
risk of significant returns and allowances of tire derived fuel sold. Sales
returns are reprocessed and added back to the existing production of tire
derived fuel. Sales returns estimates are booked based on the Company’s
historical experience. During the six months ended June 30, 2009 and 2008, the
Company recognized revenue from disposal fees and sales of tire shreds or whole
tires of $225,151 and $6,637, respectively. The Company recognized no revenue
from the production or sale of tire derived fuel during the six months ended
June 30, 2009 and 2008.


7




We
recognize revenue from the sale of our Thermal GasifiersTM upon completion,
delivery and customer acceptance, using the completed contract method of
accounting. We recognize revenue for consulting services during the period those
services are provided. We have recognized no revenue from the sale of our
Thermal GasifiersTM or consulting services during the six months ended June 30,
2009 and 2008.




Net
Income (Loss) Per Common Share




SFAS
No. 128, “Earnings Per Share” requires presentation of basic (loss) or
earnings per share (“Basic EPS”) and diluted (loss) or earnings per share
(“Diluted EPS”). The computation of basic loss per share is computed by dividing
loss available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted loss per share gives effect
to all dilutive potential common shares outstanding during the period. The
computation of diluted EPS does not assume conversion, exercise or contingent
exercise of securities that would have an anti-dilutive effect on earnings.
During the periods presented, the Company had no potentially dilutive securities
outstanding.




Accounts
Receivable/Concentration of Credit Risk




The
Company utilizes the allowance method for accounts receivable valuation,
providing for allowances for estimated uncollectible accounts receivable. As of
June 30, 2009, the Company had no allowance for doubtful accounts or bad debt
expense for the six months ended June 30, 2009 and 2008. The Company routinely
assesses the financial strength of its customers as part of its consideration of
accounts receivable collectability by performing credit evaluations of
customers. Trade receivables are not collateralized. The Company generally
grants credit terms to certain customers ranging from 20 to 30
days.




The
Company’s financial instruments that are exposed to concentration of credit risk
consist primarily of uninsured cash, cash equivalents held at commercial banks
and institutions primarily in the United States, and trade receivables from the
Company’s customers. The Company maintains all cash in bank accounts, which at
times may exceed federally insured limits. The Company has not experienced a
loss in such accounts.




Identifiable
Intangible Assets




The
Company reports identifiable intangible assets net of accumulated amortization.
Accumulated amortization on intangible assets was $24,373 at June 30, 2009. The
company amortizes intangible assets, excluding goodwill and trademarks, over
their estimated useful lives of ten years. Intangible assets consist of patents
for our Thermal GasifierTM technology. The estimated annual amortization expense
related to patents is approximately $4,279 per year.




Goodwill
and Other Intangible Assets




The
Company adopted the Financial Accounting Standards Board (FASB), Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, during fiscal year 2002. The Company has no recorded goodwill at June
30, 2009.


8




Advertising




The
Company expenses non-direct advertising costs as incurred. The Company did not
incur any direct response advertising costs during the six months ended June 30,
2009 and 2008 to be capitalized and deferred to future periods. The Company had
no advertising expenses during the six months ended June 30, 2009 and 2008,
respectively.




Reclassifications




We have
reclassified certain prior period amounts to conform to the current period
presentation. (See note on restatement).




Recent
Accounting Pronouncements




The
Company has adopted all recently issued accounting pronouncements. The adoption
of the accounting pronouncements, including those not yet effective is not
anticipated to have a material effect on the financial position or results of
operations of the Company.




2.
Notes Payable




At June
30, 2009, the Company had the following promissory notes
outstanding:


20093.68%
      installment note, secured by equipment
                                                            
                                                            $
                                                            66,6003.35%
      installment note, secured by equipment, repossessed 2008
                                                            
                                                            
                                                            —9.09%
      capital lease, secured by software
                                                            
                                                            
                                                            13,08615%
      promissory notes payable to individuals, due on demand
                                                            
                                                            
                                                            17,000Promissory
      note payable to a vendor
                                                            
                                                            
                                                            —Non-interest
      bearing unsecured promissory note due upon receipt of payments from the
      Cologna Veneta, Italy Thermal Gasifier TM project owner at 20% of amount
      received
                                                            
                                                            
                                                            70,000Total
      debt:
                                                            
                                                            $
                                                            166,686




Notes are
in default.




On May
31, 2007 we entered into an installment sale agreement to purchase equipment for
$115,559. The agreement has a term of four years with an annual interest rate of
3.68%.




3.
Related Party Transaction




On April
4, 2007 and April 16, 2007, we borrowed $100,000 and $200,000 respectively from
a shareholder, Mr. Richard Strain. On May 31, 2007, we borrowed an additional
$200,000 from Mr. Strain.


9


The loans
bear interest at the annual rate of 9%, with interest payable quarterly. The
April 4, 2007 and April 16, 2007 notes are payable before September 30, 2007.
The May 31, 2007 note is due before November 30, 2007. We may prepay the notes
at any time without penalty. The loans are secured by a first priority security
interest in our assets. No principal or interest was paid on these loans during
the period ended June 30, 2009 and the notes are in default and a default notice
has been received. Mr. Strain has agreed to defer collection on the indebtedness
until January 1, 2010. In addition, in 2007 an asset was sold without payment on
these notes to Mr. Strain. The interest expense on the Notes for the six month
periods to June 30, 2009 and June 30, 2008 is $22,532 and $22,374,
respectively.




On
January 31, 2008, we executed an agreement with Vista International,
Inc., the majority shareholder at that time, to provide $2,000,000 of
working capital in exchange for our common stock at a value of $0.10 per common
share. The value of our common stock at closing on the date of the agreement was
$0.12. The agreement formalized a verbal agreement with Vista International,
Inc. which, for the year through December 31, 2008, provided an investment of
approximately $669,643 in cash for which we have issued 11,520,770 shares of our
common stock, representing investment for both 2008 and 2007.




During
the six months ended June 30, 2009, the Company received $2,050 for payments
from Vista International, Inc. for our operations for which we have an
obligation to issue 20,500 shares of common stock. These shares are classified
as common stock to be issued on our June 30, 2009 consolidated balance
sheet.




During
the first six months of 2009, we borrowed $95,400 from a member of our Board of
Directors. The amount borrowed is not evidenced by a formal agreement, does not
bear interest, and has been classified as an accrued liability in our June 30,
2009 consolidated balance sheet. Subsequent to the end of the quarter an
additional $13,000 was advanced.




4.
Stockholders’ Equity




Preferred
Stock




The
Company has 10,000,000 shares of preferred stock, $0.001 par value, authorized
for issuance. Our board of directors is vested with the authority to provide for
the issuance of and terms of the preferred shares. No preferred shares have been
issued and no terms have been provided at June 30, 2009.




Common
Stock




Six months ended June 30,
2009




During
the six months ended June 30, 2009, the Company received $2,050 in payment of
expenses for our operations for which we have an obligation to issue 20,500
shares of common stock. These shares are classified as common stock to be issued
on our June 30, 2009 consolidated balance sheet.




Six months ended June 30,
2008




On
January 31, 2008, we executed an agreement with Vista International, Inc., our
majority shareholder, to provide $2,000,000 of working capital in exchange for
our common stock at a value of $0.10 per common share. The value of our common
stock at closing on the date of the agreement was $0.12. The agreement
formalized a verbal agreement with Vista International, Inc. which, through
December 31, 2007, provided an investment of approximately $561,000 in cash and
payment of expenses for our operations for which we have an obligation to issue
5,606,360 shares of our common stock. On April 10, 2008, 5,550,297 shares were
issued.




On
January 28, 2008, the company issued an aggregate of 750,000 restricted shares
of its common stock valued at $75,000 to American Capital Venture, Inc. (and its
affiliates) (collectively “ACV”) for an investor relations services contract.
Under the contract, ACV was to plan, coordinate, establish and manage an
investor relations program for the benefit of the Company.


10




During
the six months ended June 30, 2008, the Company received approximately $101,912
in cash from Vista International, Inc. for our operations for which we had an
obligation to issue 1,019,120 shares of our common stock. These shares are
classified as common stock to be issued on our June 30, 2008 consolidated
balance sheet. These shares have subsequently been issued.




5.
Income Tax




Deferred
income taxes result from the temporary differences arising from differences in
the timing of recognition of the state income tax provision for book and tax
reporting purposes, and an accumulation of net operating loss carryforwards for
income tax purposes with a valuation allowance against the carryforwards for
book purposes.




On March
20, 2008, the company received notification from the Internal Revenue Service of
the filing of a federal tax lien in the approximate amount of $120,000 related
to late payment of federal income tax, penalty and interest on the September 30,
2005 corporate income tax return of Nathaniel Energy Oklahoma Holdings
Corporation. Nathaniel Energy Oklahoma Holdings Corporation was required to file
a short period federal income tax return for 2005 as the company acquired a 49%
minority interest of Nathaniel Energy Oklahoma Holdings Corporation on that date
from Mr. Richard Strain, the company’s majority shareholder and debt holder at
that time. Nathaniel Energy Oklahoma Holdings Corporation filed a consolidated
return for the remainder of the 2005 tax year with Nathaniel Energy Corporation.
The short period return gave rise to a federal income tax liability of
approximately $200,000. The company made installments against this tax liability
of $120,000 during the fiscal years 2006 through September 30, 2008. The company
received notification on June 1, 2009 that the outstanding balance is
$162,568.83.




Past due
Federal income taxes of approximately $161,000 are included in accrued expenses
as of June 30, 2009 and 2008.




6.
Commitments and Contingencies




Commitments




The
company entered into a termination agreement with a former employee dated
February 10, 2004 for services that were performed prior to termination. The
company is required to issue to the employee two hundred and eighty five
thousand (285,000) shares of common stock, $.001 par value of the Company upon
the Company effectuating a stock split. To date the stock split has not taken
place. The contingent obligation to issue these shares is reflected in common
stock to be issued on our consolidated Balance Sheets as of June 30, 2009 and
December 31, 2008.




Litigation
and Claims




The
Company is subject to a variety of litigation and claims relating to past due
payments for goods and services. The Company is in the process of negotiating
settlement arrangements for these items, and the estimated settlement amounts
are recorded on the books in accounts payable.


11




Environmental
Liability




The
Company has approximately 9,000 tons of whole tires, partially shredded tires,
tire chips and process waste stored onsite at the Hutchins TDF processing
facility at the end of June 30, 2009. The waste material consists primarily of
steel belting wire with attached tire rubber and will be disposed of in a
permitted landfill. In the past, management has considered the piles of tires
and tire shreds on the facility an asset to be reclaimed and sold to an end
user. However, in order to reclaim the material for resale, we would need to
install additional equipment to screen the material for potential contaminants
in the piles such as rocks, pieces of metal and concrete. In addition, the BTU
value is somewhat degraded by oxidation and weathering of the tires and tire
chips stored in the piles onsite and therefore not good for use as TDF. We have
chosen not to utilize this tire chip inventory as feedstock for processing due
to the economic benefit of receiving new whole tires. Presently we have been
able to dispose of this material to a municipal landfill site that is using the
material as filter and bedding material. The municipality has expressed a longer
term need for this material in their operation and the company expects to remove
most of the material over the next 6 months.




Management
considers the piles a potential liability if the company were to fail. In such a
case, we would be required to restore the site beginning with transporting the
material to a disposal site (LRPUT or landfill). There are an estimated 9,000
tons of tires and tire shreds on site; in management’s opinion the total upper
range estimate for the cost of disposal is approximately $350,000 which includes
labor, equipment, transportation and landfill fees and assumes complete closure
of the facility. We have provided financial assurance in the form of a surety
bond and a certificate of deposit in the approximate amount of $122,000 to the
Texas Commission on Environmental Quality assuming ongoing operation of the
facility. We have accrued $350,000 for the cost of disposing of this material.
Management has continued to remove material from the site during the six months
ended June 30, 2009.




7.
Subsequent Events




On August
3, 2009, the company entered into a loan agreement with Mr. Timothy D. Ruddy, a
Director of the company. The purpose of the agreement was to formalize the
funding provided for working capital from Mr. Ruddy to the Company since the
fourth quarter of 2008. Funds provided through June 30, 2009 are $145,400. The
loan is due and payable commencing after September 30, 2009 and bears interest
of 8%.




Nathaniel
Energy Oklahoma Holdings Corporation, a wholly owned subsidiary of Vista
International Technologies, Inc. was dissolved effective July 23,
2009.


12




Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.




FORWARD
LOOKING STATEMENTS




Certain
information contained in this report may include “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, and
is subject to the safe harbor created by that act. The safe harbor created by
the Securities Litigation Reform Act will not apply to certain “forward looking
statements” because we issued “penny stock” (as defined in Section 3(a)(51) of
the Securities Exchange Act of 1934 and Rule 3a51-1 under the Exchange Act)
during the three year period preceding the date(s) on which those forward
looking statements were first made, except to the extent otherwise specifically
provided by rule, regulation or order of the Securities and Exchange Commission.
We caution readers that certain important factors may affect our actual results
and could cause such results to differ materially from any forward-looking
statements which may be deemed to have been made in this Report or which are
otherwise made by or on behalf of us. For this purpose, any statements contained
in this report that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as “may”, “will”, “expect”, “believe”, “explore”, “consider”,
“anticipate”, “intend”, “could”, “estimate”, “plan”, or “continue” or “hope” or
the negative variations of those words or comparable terminology are intended to
identify forward-looking statements. Factors that may affect our results
include, but are not limited to, the risks and uncertainties associated
with:




The
Management’s Discussion and Analysis is intended to help shareholders and other
readers understand the dynamics of Vista International Technologies, Inc.’s
business and the key factors underlying its financial results. It explains
trends in the company’s financial condition and results of operations for the
period ended June 30, 2009 compared with the operating results for the period
ended June 30, 2008.




Company
Overview




Our
mission is to provide a lower cost, clean dependable energy alternative to
fossil fuels worldwide. We plan to focus on two major business models in the
commercialization of our Thermal GasifierTM technology, building, owning and
operating waste-to-energy plants either on our own or with joint venture
partners. Our tire fuel processing operation generated 100% of revenue from
continuing operations, or $225,151 and $6,637 during the six months ended June
30, 2009 and 2008, respectively. We recognized no revenue from our Thermal
GasifierTM business during 2009 or 2008. Our long term goal is to produce the
majority of our revenue and cash flow from the commercialization of our Thermal
GasifierTM technology. As a result, the majority of our engineering resources are
focused on this business.




Worldwide,
industries and municipalities seek lower cost and clean energy alternatives to
fossil fuels. Demand for these energy alternatives is expected to grow. A key to
our success will be wisely choosing among project opportunities and focusing
resources on projects with the greatest chance of success and returns for
stockholders.




We are
developing our internal resources, business alliances and advancing our business
development activities to secure energy infrastructure and waste-to-energy
facility opportunities that utilize our Thermal GasifierTM technology.
Additionally, we will seek project funding in some cases with joint venture
partners that will be based on the size, configuration and business structure of
the project. We are also developing our business alliances with other companies
to convert our producer gas into high grade alcohols for use as transportation
fuels or other chemical products.




We
anticipate that the timeframe from identification of a project to completion
will be 18 to 24 months, provided we obtain the requisite project financing and
appropriate environmental permits.


13




We plan
to continue to improve operations at our tire fuel processing facility in
Hutchins, Texas during 2009. The tire fuel processing facility is currently the
only waste tire storage and processing facility licensed by the State of Texas
to operate in the Dallas Metro area.




During
August 2007, our tire processing equipment accidentally jammed, damaging one
major piece of equipment and causing the processing line and the tire processing
facility to shut down. At that time, management decided to purchase new tire
processing equipment as the cost of new equipment was not significantly more
than the cost of repairing the damaged equipment. New equipment had not been
ordered as of June 30, 2009 due to the current economic climate and the low
demand for tire derived fuel. We expect to place orders for new tire shredding
equipment once the demand for TDF improves.




Our TDF
operation in Texas is subject to regulation by the Texas Commission of
Environmental Quality (TCEQ). We are registered with the Texas Commission on
Environmental Quality which allows us to receive, store, transport and process
waste tires. Our registration expired December 20, 2007. A permit renewal
application was submitted after obtaining local Fire Marshall’s approval and as
of August 14, 2009 was in process for approval allowing for continued operation.
It is expected that the new permit will be issued in the near future. During the
period December 20, 2007, the date our registration expired, and August 1, 2008,
the date our application was resubmitted, our ability to operate the TDF
facility had been limited.




We
continue to maintain our TDF facility to meet the requirements of the Texas
Commission of Environmental Quality’s regulations, however, should we be unable
to continue to fund our compliance, we could lose our permit to operate the
facility.




We
improved operations and removed stockpile tire shreds, whole tires and waste
material during the first six months of 2009 that previous management had
allowed to accumulate at the TDF facility.




We
commenced receiving and partially processing waste tires in August 2008 and have
seen volumes of waste tires that we accept increase monthly up to approximately
2,000 tons per month. It is expected that these volumes will continue to
increase over the next several months.




Results
of Operations for the Three Months Ended June 20, 2009 and 2008




Revenue




For the
three months ended June 30, 2009, revenue was $130,270 compared to $888 during
the three months ended June 30, 2008, an increase of $129,382 or approximately
99%. Revenue increased during the three months ended June 30, 2009 as we had
ceased accepting waste tires at the tire processing facility in Hutchins, Texas
during the first 6 months of 2008. During that period, we continued to reduce
tire shreds and other tire related material on site which we either sold as
landscape material or we paid transporters to have removed and disposed. We
re-submitted our permit application to the TCEQ on August 1, 2008 and commenced
operations on a limited basis in August 2008.




Cost
of revenue




Cost of
revenue was $88,629 for the three months ended June 30, 2009, compared to
$68,193 during the three months ended June 30, 2008, an increase of $20,436 or
30%. The increase was due to an increase in operations and related operating
expenses at the facility during the three months ended June 30, 2009. The
increase in cost of revenue is primarily due to an increase in equipment rental
of approximately $3,300, an increase in operating supply expense of
approximately $7,000, an increase in equipment repair and maintenance of
approximately $4,900 and an increase in depreciation expense of approximately
$17,500 due to improvements made to the facility during the second half of 2008
through June 30, 2009, offset by a decrease in utilities of $2,900 and a
decrease in business insurance expense of approximately $8,400.


14




Sales,
general, and administrative expenses




Sales,
general, and administrative expenses were $236,923 for the three months ended
June 30, 2009, compared to $226,288 for the three months ended June 30, 2008, an
increase of $10,635 or approximately 5%. The increase is due primarily to an
increase of approximately $34,000 in accounting fees as a result of the use of
outside accounting services during the quarter offset by a decrease in
approximately $7,700 in outside services related to engineering drafting
support, a decrease in business insurance expenses of approximately $10,000, a
reduction in facility and administrative supplies expense due to relocation of
corporate offices to a new location and expense reduction measures of
approximately $8,000.




Interest
expense




Interest
expense, net of interest income, was $11,403 during the three months ended June
30, 2009, compared to $12,320 during the three months ended June 30, 2008, a
decrease of $917 or 7%.




Other
income




There was
no other income for the three months ended June 30, 2009 and 2008.




Net
loss




For the
reasons stated above, net loss for the three months ended June 30, 2009 was
$206,686, a decrease of $99,227 or 32% compared with the net loss of $305,913
for the three months ended June 30, 2008.




Results
of Operations for the Six Months Ended June 30, 2009 and 2008.




Revenue




For the
six months ended June 30, 2009, revenue from continuing operations was $225,151
compared to $6,637 during the six months ended June 30, 2008, an increase of
$218,514 or approximately 97%. This increase was due to the restart of
operations at the Hutchins, TX tire processing facility in the fall of 2008. The
facility had been shutdown for the first seven months of 2008.




Cost
of revenue




Cost of
revenue was $172,943 for the six months ended June 30, 2009, compared to
$185,469 during the six months ended June 30, 2008, a decrease of $12,526 or 7%.
The decrease was primarily due to reduction in headcount and related salary and
employee benefit expense net of contract labor expense of approximately $6,500,
a decrease in utilities expenses of $6,500 and a decrease in business insurance
expense of $23,000 offset by a net increase in repair and maintenance, operating
supplies and equipment rental of approximately $9,000 and an increase in
depreciation expense of approximately $17,000..




Sales,
general, and administrative expenses




Sales,
general, and administrative expenses were $435,911 for the six months ended June
30, 2009, compared to $563,295 for the six months ended June 30, 2008, a
decrease of $127,384 or approximately 22%. This decrease was due primarily to
the reduction in headcount and employee related benefits of approximately
$27,000, a reduction in outside services of approximately $23,000, a decrease in
office rent and office expenses of $23,500, a decrease in business insurance of
$17,000 and a decrease in professional services of approximately
$20,000.


15




Interest
expense




Interest
expense, net of interest income, was $24,267 during the six months ended June
30, 2009, compared to interest expense of $25,375 during the six months ended
June 30, 2008, a decrease of $1,108 or 4%.




Other
income




Other
income for the six months ended June 30, 2009 and 2008 was $-0- and $66,667,
respectively.




Net
Income (Loss)




For the
reasons stated above, net loss for the six months ended June 30, 2009 was
$407,971, or ($0.004) per basic and diluted share, compared with the net loss of
$700,835, or ($0.007) per basic and diluted share for the six months ended June
30, 2008, a decrease of $292,864 or 42%.




Liquidity
and Capital Resources




As of
June 30, 2009, we have a negative working capital of $3,122,711 and a cash
balance of $34,233. The company’s negative working capital balance is due
primarily to the reduction from its full operation and related cash flows at our
tire fuel processing facility in Hutchins, Texas, inclusion of a liability of
$350,000 for clean up costs at the Hutchins facility, and the
current liability classification of our notes payable due to
default.




For the
six months ended June 30, 2009, net cash provided by operating activities of
$22,089 consists primarily of the net loss of $407,971, and an increase in
accounts receivable of $14,560 offset by non cash depreciation expense of
$85,644, a decrease in prepaid expenses of $21,511, an increase in accounts
payable of $240,015 and an increase in related party payables of $95,400.




For the
six months ended June 30, 2008, net cash used in operating activities of
$398,269 consists primarily of the net loss of $700,835 and other non cash
income of $66,667 offset by non cash depreciation expense of $70,014 and an
increase in the components of working capital primarily due to an increase in
accounts payable and accruals of $305,812.




For the
six months ended June 30, 2009 and June 30, 2008, net cash used in by investing
activities was $-0- and $50,102 respectively.




Net cash
used in financing activities was $24,976 for the six months ended June 30, 2009,
is comprised of payments on debt of $24,976.




Net cash
provided by financing activities of $446,273 for the six months ended June 30,
2008 includes proceeds from common stock issued of $400,552 and proceeds
from the issuance of notes and loans of $65,502 and offset by payment on
indebtedness of $19,781.




We
received interim support in the form of a payment of an expense, of $2,050, as a
capital contribution from Vista International, Inc., majority shareholder,
during the first six months of 2009 in exchange for common stock to be issued.
The company expects to negotiate a compensation agreement on a project by
project basis to include an equity interest in the projects that result from
Vista International, Inc.’s efforts.




We are
discussing financing options with investors and lenders that w  16


We expect
that our current cash on hand and revenues will not be sufficient to sustain our
current operations. The company believes it will need to secure several million
dollars of investment capital within the next few months to continue development
of the next generation Thermal GasifierTM and fund ongoing
operations.




The
independent auditors report on our December 31, 2008 financial statements states
that our recurring losses raise substantial doubts about our ability to continue
as a going concern.




Item
3. Quantitative and Qualitative Disclosures About Market Risk




None




Item
4T. Controls and Procedures




Evaluation of
Disclosure Controls and Procedures.




Our
management, with the participation of our Chief Executive Officer and Principal
Accounting Officer, has evaluated the effectiveness of our “disclosure controls
and procedures” (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) as of the end of the period covered by this report. Based on
this evaluation, our management has concluded that our disclosure controls and
procedures are not effective to ensure that information required to be disclosed
by us in reports that we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms. Additionally,
based on management’s evaluation, our disclosure controls and procedures were
effective in ensuring that information required to be disclosed in our Exchange
Act reports is accumulated and communicated to our management, including our
Chief Executive Officer and Principal Accounting Officer, to allow timely
decisions regarding required disclosures




Management’s
report on internal control over financial reporting.




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934. Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of assets; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with U.S. generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and (iii)
provide reason able assurance regarding prevention or timely detection of
unauthorized acquisitions, use, or disposition of our assets that could have a
material effect on the financial statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. 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.




A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statement will not be prevented
or detected. As of June 30, 2009, management assessed our internal control over
financial reporting in relation to criteria described in Internal Control- Integrated
Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission. As a result of this assessment, we identified no material
weaknesses in internal control over financial reporting as of June 30,
2009.


17




This
Quarterly Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Commission that permit us to
provide only management’s report in this report.




PARTII:
OTHER INFORMATION




Item
1. Legal Proceedings.




A former
officer of the company was terminated in September 2003. On February 10, 2004 a
termination agreement was executed between the company and the former employee,
which granted the employee 285,000 shares of common stock, at $0.001 par value,
of which was to be delivered upon the tenth day following the date the
company effectuates a stock split. Additionally, the company would provide cash
payment of $15,000. This compensation was for services during the time of
employment. $15,000 was paid to the former employee. The company recorded an
obligation to issue shares of stock, however has not issued this stock as a
stock split has not occurred and is not contemplated. The employee has brought
suit against the company alleging the company reneged on its obligation to issue
the shares or provide compensation at an equivalent cash at a rate of $1.00 per
share. The suit was filed in the District Court, County of Arapahoe, State
of Colorado, as applied to case # 2008 CV 881. On May 20, 2009 the courts
granted a Default Judgment in favor of the Plaintiff for the shares or
equivalent value plus interest and court costs. The company has since filed a
Motion for Appeal and is awaiting a reply to this motion.




Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.




On
January 28, 2008, the Company issued an aggregate of 750,000 restricted shares
of its common stock, valued at $75,000, to American Capital Venture, Inc.
(and its affiliates) (collectively “ACV”) for an investor relations’ services
contract. Under the contract, ACV was to plan, coordinate, establish, and manage
an investor relations program, for the benefit of the Company, through one or
more nationally recognized news and information mediums including, but not
limited to, CNN, Bloomberg and CNBC. In connection with the sale of unregistered
securities, the Company filed a Form D with the Commission.


18




On April
10, 2008, the Company issued an aggregate of 5,550,297 restricted shares of its
common stock to Vista International, Inc., for cash and payment of expenses
pursuant to a Definitive Agreement for equity investment executed on January 31,
2008. In connection with the purchase of unregistered securities, Vista
International, Inc. filed a Form 4 with the Commission.




On
November 21, 2008, the Company issued an aggregate of 5,970,473 restricted
shares of its common stock to Vista International, Inc., for cash and payment of
expenses pursuant to a Definitive Agreement for equity investment executed on
January 31, 2008. In connection with the purchase of unregistered securities,
Vista International, Inc. filed a Form 4 with the Commission.




Item
3. Defaults Upon Senior Securities.




Not
Applicable




Item
4. Submission of Matters to a Vote of Security Holders.




None.




Item
5. Other Information.




None.




Item
6. Exhibits.




(a)
Exhibits.


2.1
                Stock
      Exchange Agreement, dated as of December 31, 2002, by and between
      Nathaniel Energy Corporation, and MNS Eagle Equity Group, Inc. and the
      shareholders of MNS Equity Group, Inc.*2.2
                Stock
      Purchase Agreement, dated August 26, 2002 but effective as of June 30,
      2002, by and between MCNIC Pipeline & Processing Company and Nathaniel
      Energy Corporation*3(i).1
                Certificate
      of Incorporation**3(i).2
                Articles
      of Amendment to Articles of Incorporation, as amended on August 6,
      1999**3(i).3
                Certificate
      of Amendment of Certificate of Incorporation, as amended on April 24,
      2002**3(i).4
                Certificate
      of Amendment to Certificate of Incorporation filed on October 12,
      2005**3(ii).1
                Amended
      and Restated By-Laws***10.2
                Stock
      Purchase Agreement dated September 29, 2005 between Nathaniel Energy
      Oklahoma Holdings, Corporation (“NEHOC”) and Richard
    Strain**10.3
                Purchase
      and Sale Agreement dated September 30, 2005 between Nathaniel Energy
      Corporation, NEOHC, MCNIC Rodeo Gathering, Inc. and Midstream Energy
      Services**10.4
                Nathaniel
      Energy Corporation 2005 Equity Participation Plan**10.6
                Agreement
      dated December 5, 2006 between Nathaniel Energy Corporation and
      Bailey-Jamar, LLC. ****14.1
                Code
      of Business Conduct and Ethics for Officers (Vice President and Senior)
      and Directors (effective March 8, 2004)***14.2
                Code
      of Business Conduct and Ethics for Employees and Officers(other than Vice
      President and Senior)(effective March 8, 2004)***31.
                Certification
      of Chief Executive Officer and Principal Accounting Officer pursuant to
      Rule 13a-14(a)or Rule 15d-14(a)as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.
                Certification
      of Chief Executive Officer and Principal Accounting Officer pursuant to 18
      U.S.C. Section 1350, as adopted Pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002


19




* Denotes
document filed as an exhibit to our Annual Report on Form 10-KSB for the year
ended December 31, 2003 and incorporated herein by reference.




**
Denotes document filed as an exhibit to our Quarterly Report on Form 10-QSB for
the period ended September 30, 2005 and incorporated herein by
reference.




***Denotes
document filed as an exhibit to our Current Report on Form 8-K for an event
dated December 31, 2002 and incorporated herein by reference.




****Denotes
document filed as an exhibit to our Annual Report on form 10-KSB for the year
ended December 31, 2006 and incorporated herein by reference.


20


SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




VISTA
INTERNATIONAL TECHNOLOGIES, INC.


(Registrant)


Date:
      August 14, 2009
            By:
            /s/
      Barry J. KembleBarry
      J. KembleChief
      Executive OfficerVista
      International Technologies, Inc.






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