**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**Form
      10-QSB**







**(Mark
      One)**




**ý** **QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934**




**For
      the quarterly period ended March 31, 2008**




**o** **TRANSITION REPORT UNDER 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.**


(Name
      of
      Small Business Issuer in its Charter)




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




**8001
                South InterPort Blvd. Suite 260,**
              **Englewood,
                Colorado**
            
            **80112**(Address
                of principal executive offices)
            
            (Zip
                Code)




Issuer’s
      telephone number: **(303) 690-8300**




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




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




Applicable
      only to issuers involved in bankruptcy proceedings during the preceding five
      years









Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court. Yes o No o




Applicable
      only to corporate issuers




State
      the
      number of shares outstanding of each of the issuer’s class of common equity, as
      of the latest practicable date: May 15, 2008, 97,031,893 shares of common stock,
      $.001 par value.




**Transitional
      Small Business Disclosure Format (Check One)
      Yes** **o** **No** **ý**












**VISTA
      INTERNATIONAL TECHNOLOGIES, INC.**





TABLE
      OF
      CONTENTS


**PART
                  I.**
              FINANCIAL
                  INFORMATIONItem
                  1.
              Financial
                  Statements (unaudited)Condensed
                  Consolidated Balance Sheets as of March 31, 2008 and December 31,
                  2007
              F-1Condensed
                  Consolidated Statements of Operations for the Three Months ended
                  March 31,
                  2008 and 2007
              F-2Condensed
                  Consolidated Statements of Cash Flows for the Three Months ended
                  March 31,
                  2008 and 2007
              F-3Notes
                  to Condensed Consolidated Financial Statements
              F-4Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              1Item
                  3.
              Controls
                  and Procedures
              5**PART
                  II.**
              OTHER
                  INFORMATION
              6Item
                  1.
              Legal
                  Proceedings
              6Item
                  2.
              Unregistered
                  Sales of Equity Securities And Use of Proceeds
              6Item
                  3.
              Defaults
                  Upon Senior Securities
              7Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              7Item
                  5.
              Other
                  Information
              7Item
                  6.
              Exhibits
              7Signatures
              8









**Vista
      International Technologies, Inc.**


**Condensed
      Consolidated Balance Sheet**




**March
                31,**
            
            
            **December
                31,****2008**
            
            
            **2007**ASSETSCurrent
                assetsCash
                and cash equivalents
            $
            --
            
            $
            9,017Accounts
                receivable
            
            228
            
            
            586Other
                assets
            
            130,871
            
            
            130,871Prepaid
                expenses
            
            26,110
            
            
            58,684Total
                current assets
            
            157,209
            
            
            199,158Deposits
            
            29,032
            
            
            39,160Property
                and equipment, net of accumulated depreciation
            
            603,075
            
            
            637,012Intangibles,
                net of accumulated amortization
            
            38,405
            
            
            39,474Total
                assets
            $
            827,721
            
            $
            914,804LIABILITIES
                AND (DEFICIENCY IN) STOCKHOLDERS' EQUITYCurrent
                liabilitiesAccounts
                payable and accrued liabilities
            $
            2,118,579
            
            $
            2,044,620Accrued
                compensation and payroll liabilities
            
            178,987
            
            
            121,774Accrued
                interest
            
            53,778
            
            
            42,591Notes
                payable - stockholder
            
            500,000
            
            
            500,000Notes
                payable and capital leases - current portion
            
            137,549
            
            
            152,274Total
                current liabilities
            
            2,988,893
            
            
            2,861,259Long-term
                portion of notes payable
            
            62,389
            
            
            71,351Total
                liabilities
            
            3,051,282
            
            
            2,932,610Commitments
                and contingencies
            
            --
            
            
            --Stockholders’
                equity (deficit)Preferred
                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;91,481,596
                and 90,731,596 shares issued outstanding at March 31, 2008 and December
                31, 2007, respectively
            
            91,481
            
            
            90,731Additional
                paid-in capital
            
            61,432,619
            
            
            61,257,476Common
                stock to be issued
            
            6,910
            
            
            5,891Accumulated
                deficit
            
            (63,754,571
            )
            
            (63,371,904
            )Total
                stockholders’ equity (deficit)
            
            (2,223,561
            )
            
            (2,017,806)Total
                liabilities and stockholders' equity (deficit)
            $
            827,721
            
            $
            914,804




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


F-1





**Vista
      International Technologies, Inc.**


**Condensed
      Consolidated Statements of Operations**




**For
                the Three Months****Ended
                March 31, 2008**
            
            
            **For
                the Three Months Ended March 31, 2007**Revenues
            
            $
            5,749
            
            $
            208,197Cost
                of revenue
            
            
            108,244
            
            
            339,227Gross
                loss
            
            
            (102,495
            )
            
            (131,030
            )Operating
                expenses:Selling,
                general and administrative expenses
            
            
            333,784
            
            
            361,114Research
                and development
            
            
            --
            
            
            68,776Total
                operating expenses
            
            
            333,784
            
            
            429,890Loss
                from operations
            
            
            (436,279
            )
            
            (560,920
            )Other
                income (expense):Other
                income
            
            
            66,667
            
            
            --Gain
                on sale of fixed assets
            
            
            --
            
            
            8,181Interest
                income (expense)
            
            
            (13,055
            )
            
            (3,382
            )Net
                loss
            
            $
            (382,667
            )
            $
            (556,121
            )Net
                loss per share, basic and diluted
            
            $
            (0.004
            )
            $
            (0.01
            )Weighted
                average common shares outstanding
            
            
            91,110,717
            
            
            90,731,596




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


F-2


**Vista
      International Technologies, Inc.**


**Condensed
      Consolidated Statements of Cash Flows**





**For
                the Three Months  Ended March 31, 2008**
            
            **For
                the Three Months  Ended March 31, 2007**Cash
                flows from operating activities:Net
                Income (loss)
            
            $
            (382,667
            )
            $
            (556,121
            )**Adjustments
                to reconcile net loss to net****cash
                used in operating activities:**Depreciation
                and amortization
            
            
            35,007
            
            
            89,972Consulting
                fees
            
            
            75,000
            
            
            --Other
                income
            
            
            (66,667
            )
            
            --Gain
                on sale of assets
            
            
            --
            
            
            (8,181
            )Changes
                in assets and liabilities:(Increase)
                decrease in assets:Accounts
                receivable
            
            
            358
            
            
            49,893Prepaid
                expenses
            
            
            32,574
            
            
            28,529Other
                assets
            
            
            10,128
            
            
            (160
            )Increase
                (decrease) in liabilities:Accounts
                payable and accrued liabilities
            
            
            197,158
            
            
            182,701**Net
                cash used in operating activities**
            
            
            (99,109
            )
            
            (213,367
            )Cash
                flows from investing activities:Proceeds
                from the sale of vehicle
            
            
            --
            
            
            5,963Equipment
                and intangible asset purchases
            
            
            --
            
            
            (3,524
            )**Net
                cash provided by investing activities**
            
            
            --
            
            
            2,439Cash
                flows from financing activities:Payments
                on debt
            
            
            (11,820
            )
            
            (29,808
            )Proceeds
                from common stock to be issued
            
            
            101,912
            
            
            --**Net
                cash provided by (used in) financing activities**
            
            
            90,092
            
            
            (29,808
            )Increase
                (decrease) in cash and cash equivalents
            
            
            (9,017
            )
            
            (240,736
            )Cash
                and cash equivalents at beginning of period
            
            
            9,017
            
            
            257,868Cash
                and cash equivalents at end of period
            
            $
            --
            
            $
            17,132Supplemental
                disclosure of cash flow information:Cash
                paid during the period for:Interest
            
            $
            1,528
            
            $
            5,365Taxes
            
            $
            --
            
            $
            10,000Non
                cash financing activities:Common
                stock issued for services
            
            $
            75,000
            
            $
            --




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





F-3





**Vista
      International Technologies, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


MARCH
      31,
      2008 and 2007


(Unaudited)




**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-B 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-KSB for the year ended
      December 31, 2007. 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 three months ended March 31, 2008 are not necessarily
      indicative of results of operations to be expected for the full
      year.




*Description
      of Business*




We
      are a renewable hydrocarbon-based waste to energy (“WTE”) company providing
      municipalities and industries with solutions to divert waste from landfills
      and
      clean alternative energy preferable to that of fossil fuels. Our primary focus
      is on our proprietary patented technology, the Thermal GasifierTM, which is a
      multi-stage gasification system designed to convert industrial and commercial
      waste, biomass, waste tires and other solid, hydrocarbon-based materials into
      “producer gas” that can be used to produce clean economical thermal and
      electrical energy, while exceeding the most stringent EPA and European Union
      emission regulations. We expect that our solutions will reduce air born carbon
      emission, claimed to contribute to global warming, that would otherwise be
      generated by these landfills or other fossil fuel based energy
      production.




Since
      1999 we have operated a tire fuel processing facility in Hutchins, Texas. Under
      Texas State regulations we are licensed as a tire processor and tire storage
      facility. We are paid a tipping fee (fee paid per tire received) for accepting
      waste tires. We process the waste tires into tire-derived-fuel at our facility.
      We sell the TDF product from our tire fuel processing operation to one major
      user, our primary customer, Geocycle, US, a wholly owned subsidiary of a large
      cement company located in Texas, which uses the tire-derived-fuel for firing
      its
      kilns, thereby displacing equal amounts of coal. During the three months ended
      March 31, 2008, our tire fuel processing business has generated 100% of our
      revenue.




We
      plan to focus our patented technology, the Thermal GasifierTM to create energy
      infrastructures and build, own and operate hydrocarbon-based waste-to-energy
      plants. The Company’s mission is to become an environmental partner with
      municipalities and commercial and industrial businesses for the diversion of
      readily available solid waste from landfills, while providing a cost effective,
      clean energy alternative to fossil fuels worldwide.





We
      plan to build energy infrastructures for certain industries that have a need
      to
      dispose of hydrocarbon-based materials and seek an independent source of energy
      in the form of heat, steam and/or electricity. These energy infrastructures
      would be built on a business’ premises (“inside the fence”) and can reduce the
      dependence a business has on fossil fuels and power from the local utility.
      In
      some cases, the energy infrastructures can become a business’ self sustaining
      utility. We plan to identify new and existing sites where we can build, own
      and
      operate hydrocarbon-based waste-to-energy plants through our own resources
      or in
      conjunction with joint venture partners.




F-4





Although
      we no longer provide technical assistance to the project owner of our two
      Thermal GasifiersTM in Cologna Veneta, Italy, we continue to utilize the Thermal
      GasifierTM units in Italy in our sales, marketing and research efforts. We also
      use the WTE plant in Cologna Veneta, Italy as “proof-of-process” and Thermal
      GasifierTM technology demonstration in our business development activities
      demonstrating a lower cost, clean dependable energy alternative to fossil fuels
      worldwide. We have recognized no revenue from the sale or delivery of our
      Thermal GasifiersTM through the period ended March 31,
      2008.





*Critical
      Accounting Policies*




The
      financial statements include the accounts of the company and its subsidiaries.
      All material inter-company accounts and transactions have been eliminated in
      consolidation. Certain prior period amounts have been reclassified to conform
      to
      the current period presentation with no effect on the net loss.




*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 March 31, 2008 is
      zero.





The
      Thermal GasifiersTM which are built, owned and operated are valued at cost.
      Thermal GasifiersTM built as part of a joint venture arrangement are valued at
      cost, reduced by any contractual exposure to penalties contained in a contract
      which could be incurred if our Thermal GasifiersTM do not perform in accordance
      with contractual specifications. The Thermal GasifierTM inventory value at March
      31, 2008 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 three months ended March 31, 2008 and 2007, we incurred costs for third
      party engineering consulting and analysis and expensed $0 and $68,776,
      respectively.




*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 the straight-line method. Estimated useful lives of the
      assets used in the computation of depreciation are as:





Machinery
                and equipment
            
            
            5
                yearsBuildings
            
            
            15
                yearsVehicles
            
            
            5
                years




F-5




*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.




*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. 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 are booked
      based on the Company’s historical experience.




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 as of March 31,
      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.




*Use
      of Estimates*




The
      preparation of the Company’s financial statements in conformity with generally
      accepted accounting principles requires the Company’s management to make
      estimates and assumptions that affect the amounts reported in the financial
      statements and accompanying notes. Actual results could differ from those
      estimates.




F-6





**2.
      Notes Payable**





At
      March
      31, 2008, the Company had the following promissory notes
      outstanding:





**2008**9%
                promissory payable to a stockholder
            
            $
            500,0003.68%
                installment note, secured by equipment, monthly payments of $2,408
                principal and interest
            
            
            86,2333.35%
                installment note, secured by equipment, monthly payments of $905
                principal
                and interest
            
            
            15,9009.09%
                capital lease, secured by software, monthly payments of $1,716 principal
                and interest
            
            
            10,80515%
                promissory notes payable to individuals, due on demand
            
            
            17,000Non-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:
            
            $
            699,938Current
                portion:
            
            
            (637,549
            )Long-term
                portion:
            
            $
            62,389





On
      April 4, 2007 and April 16, 2007, we borrowed $100,000 and $200,000 respectively
      from the prior major shareholder, Mr. Richard Strain. On May 31, 2007, we
      borrowed an additional $200,000 from Mr. Strain. The loans bear interest at
      the
      annual rate of 9%, with interest payable quarterly. The April 4, 2007 and April
      16, 2007 notes were payable on or before September 30, 2007. The May 31, 2007
      note was due on or before November 30, 2007. We have obtained agreement to
      repay
      the notes from Mr. Strain at such time we have sufficient operating capital
      to
      make repayment. The loans are secured by a first priority security interest
      in
      our assets.




**3.
      Related Party Transaction**





During
      the three months ended March 31, 2008, the Company received  $101,912 in
      cash from Vista International, Inc. for our operations for which we have an
      obligation to issue 1,019,120 shares of our common stock. These shares are
      classified as common stock to be issued on our March 31, 2008 consolidated
      balance sheet.





**4.
      Business Segments**




The
      Company conducts business in two separate facilities presently managed as two
      energy operating business segments, tire fuel processing and alternative energy.
      The location and use of our facilities are shown as follows:




·
            the
                tire fuel processing operation in Hutchins, Texas,
                and


·
            renewable
                energy and waste to energy (WTE), engineering and corporate offices
                in
                Englewood, Colorado.




F-7




For
      the
      three months ended March 31, 2008:




**Fuel
                Processing**
            
            **Renewable
                Energy and WTE**
            
            **Total**Revenue
            
            $
            5,749
            
            $
            -
            
            $
            5,749Depreciation
                and amortization
            
            $
            32,189
            
            $
            2,818
            
            $
            35,007Net
                loss
            
            $
            (116,533
            )
            $
            (266,134
            )
            $
            (382,667
            )Capital
                expenditures
            
            $
            -
            
            $
            -
            
            $
            -Total
                assets as of March 31, 2008
            
            $
            428,760
            
            $
            398,961
            
            $
            827,721





For
      the three months ended March 31, 2007:




**Fuel
                Processing**
            
            **Renewable
                Energy and WTE**
            
            **Total**Revenue
            
            $
            208,197
            
            $
            -
            
            $
            208,197Depreciation
                and amortization
            
            $
            60,092
            
            $
            29,880
            
            $
            89,972Net
                loss
            
            $
            (151,265
            )
            $
            (404,856
            )
            $
            (556,121
            )Capital
                expenditures
            
            $
            3,524
            
            $
            --
            
            $
            3,524Total
                assets as of March 31, 2007
            
            $
            989,459
            
            $
            348,769
            
            $
            1,338,228




**5.
      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 March 31, 2008.





**Common
      Stock**





Three
      months ended March 31, 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 and Vista International, Inc. has flied a Form 4 with
      the Commission.





On
      January 28, 2008, the company issued an aggregate of 750,000 restricted shares
      of its common stock 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. In connection with the sale
      of
      unregistered securities, the company filed a Form D with the
      Commission.





During
      the three months ended March 31, 2008, the Company received approximately
      $101,912 in cash from Vista International, Inc. for our operations for which
      we
      have an obligation to issue 1,019,120 shares of our common stock. These shares
      are classified as common stock to be issued on our March 31, 2008 consolidated
      balance sheet.





Three
      months ended March 31, 2007





On
      December 5, 2006, we entered into an agreement with Bailey-Jamar, LLC, under
      which Bailey-Jamar agreed to provide the company with $7,500,000 in capital
      through an equity investment by a joint venture consisting of Bailey-Jamar
      and a
      co-venturer to be identified by Bailey-Jamar in the future. Brad E. Bailey,
      the
      company’s Chief Executive Officer, at such time, was also a principal
      member of Bailey-Jamar. Bailey-Jamar was not able to identify a joint venture
      party. This agreement expired on February 28, 2007. No funds were received
      as a
      result of this agreement and no shares were issued.




F-8





**6.
      Income Tax**





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 $100,000 during 2006
      and
      an additional $10,000 during the first quarter of 2007. We are currently working
      with the Internal Revenue Service to resolve this matter.





**7.
      Subsequent Events**




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 unrestricted securities, Vista
      International, Inc. filed a Form 4 with the Commission.





F-9





**Item
      2.** **Management’s****Discussion
      and Analysis of 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:




·
            Our
                ability to raise capital necessary to implement our business
                plan.





·
            Our
                ability to finance and complete planned projects and facilities
                upgrades.





·
            Our
                ability to execute our business plan and commercialize the Thermal
                GasifierTM technology, including building Thermal GasifiersTM that meet
                customers’ specifications and that meet local regulatory environmental and
                permit requirements.




·
            Risks
                related to dependency on a small number of
                customers.





·
            Our
                ability to satisfy our customers’
expectations.





·
            Our
                ability to employ and retain qualified management and
                employees.





·
            Changes
                in government regulations which are applicable to our businessincluding
                rules related to use of TDF under the Clean Air Act as well as the
                new
                Energy Independence and Security Act
                2007.





·
            The
                availability of a consistent, economically viable, and sustainable
                waste
                stream supply to fuel the Thermal GasifierTM
                operations.





·
            Changes
                in the demand for our products and services, including the impact
                from
                changes in governmental regulation and funding for alternative
                energy.





·
            The
                degree and nature of our competition, including the reliability and
                pricing of traditional energy sources, economic viability of other
                alternative energy sources such as wind and solar
                power.




1





·
            Changes
                in domestic and global regulation related to greenhouse gas and carbon
                emissions.





·
            Our
                ability to pay debt service on loans as they come
                due.





·
            Our
                ability to generate sufficient cash to pay our
                creditors.





·
            Disruption
                in the economic and financial conditions primarily from the impact
                of
                terrorist attacks in the United States and overseas, threats of future
                attacks, police and military activities and other disruptive worldwide
                political events.




We
      are
      also subject to other risks detailed from time to time in other Securities
      and
      Exchange Commission filings and elsewhere in this report. Any one or more of
      these uncertainties, risks and other influences could materially affect our
      results of operations and whether forward-looking statements made by us
      ultimately prove to be accurate. Our actual results, performance
      and achievements could differ materially from those expressed or implied in
      these forward-looking statements. We undertake no obligation to publicly update
      or revise any forward-looking statements, whether from new information, future
      events or otherwise.




**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. The tire fuel processing operation generated 100% of revenue from
      continuing operations, or $5,749 during the first quarter 2008. We recognized
      no
      revenue from our Thermal GasifierTM business segment during the first quarter of
      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 resources are focused on this business segment.





Historically,
      we have not had difficulty finding potential project opportunities. 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.




We
      are
      actively involved in ongoing business development activities. Currently the
      company is in the process of evaluating certain project opportunities and
      providing detailed proposals for selected qualified projects. We are currently
      in the process of completing a number of feasibility studies for several WTE
      projects in China. We expect to build, own and operate these projects. The
      total
      waste material handled daily is expected to range from 500 to more than 1,600
      tons per day during the first phase of deployment. These projects have multiple
      phases with total waste material handled expected as high as 5,000 tons per
      day
      from various sources of waste.




2





Due
      to the extremely poor financial state of the company at the time that new
      management was appointed and the undercapitalization that has plagued the
      company for years it has taken considerable time and resources to refocus the
      company and commence implementing its new business strategy. The company has
      been working diligently to overcome the financial and operating issues resulting
      from several management changes over the last several years and insure the
      company’s intellectual property was protected.





We
      plan to continue to improve operations at our tire fuel processing facility
      in
      Hutchins, Texas during 2008. 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
      2006, subsequent to the completion of our equipment installation and site
      improvements we increased the production and the volume of waste tires we
      process. The
      improvements enabled us to continue to increase revenue and cash flow from
      this
      operation through the first quarter of 2007. During the second quarter of 2007,
      the facility was closed for cleanup and site improvement. During July 2007,
      the
      facility reopened and commenced accepting waste tires and producing TDF.




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. The equipment failure and resulting business interruption
      were believed to be covered by insurance; however, the equipment insurance
      policy had been cancelled. Management was advised by the issuer that the policy
      had been cancelled in July 2007 for nonpayment of premiums. As a result of
      the
      insurance cancellation, we could not claim an estimated $110,000 of repair
      and
      business interruption costs. We subsequently obtained adequate equipment
      insurance from another carrier during the period.





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. We expect to place orders for new tire shredding equipment
      during the second quarter of 2008 with expected delivery in the third quarter
      of
      2008. As a result of the long lead time on this new equipment and additional
      time to install, we do not expect the tire processing facility to be fully
      operational until the third quarter of 2008.





Our
      tire
      fuel processing 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 but a permit
      renewal has been submitted and is in process for approval allowing for continued
      operation. We continue to maintain our fuel processing 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. The company has submitted a request to
      the
      TCEQ to extend the period of time to complete the work necessary for the permit
      renewal. We have been advised that the TCEQ will issue a notification extending
      the time within which to complete the permit renewal.




**Results
      of Operations**




*Revenue*





For
      the
      three months ended March 31, 2008, revenue from continuing operations declined
      to $5,749 compared to $208,197 during the three months ended March 31, 2007,
      a
      decrease of $202,448 or approximately 97%. This decrease was due to the
      reduction in operations at the Hutchins, TX tire processing facility since
      August 2007 due to accidental damage to certain tire shredding equipment. The cost of
      repairing the damaged equipment approximated the cost of new shredding
      equipment. Management decided to purchase new equipment; however, the company
      was not able to place the order in 2007 due to financial constraints. As a
      result, the facility has operated on a limited basis since August
      2007.




3





*Cost
      of goods sold*





Cost
      of
      goods sold was $108,244 for the three months ended March 31, 2008, compared
      to
      $339,227 during the three months ended March 31, 2007, a decrease of $230,983
      or
      68%. The decrease was primarily due to reduction in headcount and related salary
      and employee benefit expense of approximately $40,000, a decrease in repair
      and
      maintenance and operating supplies expense due to limited operations of
      approximately $111,000, a decrease in equipment rental expense of approximately
      $36,000 and a decrease in depreciation expense of approximately
      $28,000.





*Sales,
      general, and administrative expenses*





Sales,
      general, and administrative expenses were $333,784 for the three months ended
      March 31, 2008, compared to $361,114 for the three months ended March 31, 2007,
      a decrease of $27,330 or approximately 8%. This decrease was due primarily
      to
      the reduction in amortization expense of approximately $25,000 related to
      engineering drawings and blueprints on the design of our Thermal GasifierTM,
      which were impaired during the third quarter of 2007.




*Research
      and development expense*





For
      the
      three months ended March 31, 2008 and 2007, research and development expense
      was
      $0 and $68,776, respectively.





*Interest
      expense*





Interest
      expense, net of interest income, was $13,055 during the three months ended
      March
      31, 2008, compared to interest expense of $3,382 during the three months ended
      March 31, 2007. This increase was due to interest incurred on average
      outstanding indebtedness which increased approximately $530,000 from the three
      months ended March 31, 2007 to the three months ended March 31,
      2008.





*Other
      income*





Other
      income for the three months ended March 31, 2008 and 2007 was $66,667 and $0
      respectively. Other income represents a reduction in a reserve for payment
      for
      certain assets which management believes is no longer an
      obligation.





*Net
      Income (Loss)*





For
      the
      reasons stated above, net loss for the three months ended March 31, 2008 was
      $382,667, or ($0.004) per basic and diluted share, compared with the net loss
      of
      $556,121, or ($0.01) per basic and diluted share, for the three months ended
      March 31, 2007.





**Liquidity
      and Capital Resources**




As
      of March 31, 2008, we have a negative working capital of $2,831,684 and a cash
      balance of $0. The company’s negative working capital balance is due primarily
      to the reduction in operations and related cash flows at our tire fuel
      processing facility in Hutchins, Texas and inclusion of a liability of $779,000
      for clean up costs at the Hutchins facility.





For
      the
      period ended March 31, 2008, net cash used in operating activities of $99,109
      consists primarily of the net loss of $382,667, decreased by non cash
      depreciation expense of $35,007 and consulting fees of $75,000
      and increased by other income related to release of liabilities of $66,667
      and by changes in the components of working capital primarily due to an increase
      in accounts payable and accruals of $197,158.




4





For
      the
      period ended March 31, 2007, net cash used by operating activities of $213,367
      consists primarily of the net loss of $556,121, offset by changes in the
      components of working capital in the amount of $257,581 and depreciation and
      amortization expense of $89,972.





For
      the
      period ended March 31, 2007, net cash provided by investing activities of $2,439
      consisted of proceeds from the sale of assets of $5,963 offset by capital
      expenditures of $3,524.





Net
      cash
      provided by financing activities of $90,092 for the period ended March 31,
      2008
      includes proceeds from common stock to be issued of $101,912 decreased by
      payment on indebtedness of $11,820.





Net
      cash
      used in financing activities of $29,808 for the period ended March 31, 2007
      consisted of payment of indebtedness.





We
      received interim funding in cash of $101,912 for our operations as an equity
      investment from Vista International, Inc. during the first quarter of 2008
      in
      exchange for common stock to be issued. . In addition, Vista International,
      Inc.
      incurred expenses on behalf of the company during the first quarter of 2008
      for
      sales and market development efforts in China, Mexico, South Eastern Europe
      and
      the US. Those expenses consist primarily of travel and marketing related
      expenses in pursuit of projects for the deployment of our thermal gasification
      technology. Vista International, Inc. has obtained a number of letters of intent
      to use our thermal gasification technology for waste to energy projects and
      expects to convert those into contracts in the future. The expenses incurred
      on
      our behalf have not been recorded as equity contributions to the company at
      this
      time. 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 expect that Vista International, Inc.
      will provide additional capital either as debt or as an equity contribution
      to
      us during the remainder of 2008 for the purpose of funding ongoing operations,
      investing in new equipment for our tire fuel processing operations and
      commercializing and deploying our Thermal GasifiersTM. We also expect to use this
      funding to identify and integrate other technologies that will improve the
      operation and forecasted profitability of our Thermal GasifierTM.





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





The
      independent auditors report on our December 31, 2007 financial statements states
      that our recurring losses raise substantial doubts about our ability to continue
      as a going concern.





**Item
      3.** **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.




5




***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 December 31, 2007, 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 the following material weakness in
      internal control over financial reporting as of December 31, 2007.




The
      Company lacks sufficient accounting controls and procedures to ensure that
      expenditures are properly allocated between the Company and its majority
      shareholder, Vista International, Inc., which is a company also engaged in
      the
      renewable energy business.




We
      determined that the aforementioned deficiency constitutes a material weakness
      in
      our internal control over financial reporting as of December 31, 2007. Due
      solely to this material weakness, we concluded that we did not maintain
      effective internal control over financial reporting as of December 31, 2007.




***Remediation
      of Internal Control Weakness:***





Management
      has commenced procedures to remediate the aforementioned deficiency in our
      internal control over financial reporting whereby allocated expenditures between
      the Company and its majority shareholder, Vista International, Inc. are
      determined on a timely basis for financial reporting and are reviewed and
      approved by the Company’s Board of Directors.




**PART
      2: OTHER INFORMATION**




**Item
      1. Legal Proceedings.**




We
      are involved in routine litigation which is incidental to our business, none
      of
      which is anticipated to have a material adverse effect on our financial
      condition, operations or prospects.





**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 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. In connection with the
      sale of unregistered securities, the Company filed a Form D with the
      Commission.




6





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 unrestricted 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





*
      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.




7





***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.




**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the Registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**VISTA
      INTERNATIONAL TECHNOLOGIES, INC.**


(Registrant)




Date:
                May 16, 2008
            By:
            */s/   Barry
                J.
                Kemble*Barry
                J. Kemble
              Chief
                Executive Officer
              Vista
                International Technologies, Inc.