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 March 31, 2009; oro 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 May
20, 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 - March 31, 2009 (unaudited) and December 31,
      2008
                
                1Consolidated
      Statements of Operations for the Three Months ended March 31, 2009 and
      2008 (restated) (unaudited)
                
                2Consolidated
      Statements of Cash Flows for the Three Months ended March 31, 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
                
                12Item
      3.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                15Item
      4T.
                
                Controls
      and Procedures
                
                15PART
      2 - OTHER INFORMATIONItem
      1.
                Legal
      Proceedings
                
                16Item
      2.
                Unregistered
      Sales of Equity Securities And Use of Proceeds
                
                17Item
      3.
                Defaults
      Upon Senior Securities
                
                17Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                
                17Item
      5.
                Other
      Information
                
                17Item
      6.
                Exhibits
                
                17Signatures
                
                19







Vista
International Technologies, Inc.


Consolidated
Balance Sheet


March
      31,
                      2009
                      (Unaudited)
                    
                    
                    December
                      31,
      2008ASSETSCurrent
      assetsCash
      and cash equivalents
                    
                    $
                    1,950
                    
                    
                    $
                    13,698Accounts
      receivable
                    
                    
                    12,620
                    
                    
                    
                    4,643Restricted
      cash
                    
                    
                    23,422
                    
                    
                    
                    23,422Prepaid
      expenses
                    
                    
                    437
                    
                    
                    
                    21,531Total
      current assets
                    
                    
                    38,429
                    
                    
                    
                    63,294Deposits
                    
                    
                    21,167
                    
                    
                    
                    21,167Property
      and equipment, net of accumulated depreciation
                    
                    
                    469,114
                    
                    
                    
                    510,865Intangibles,
      net of accumulated amortization
                    
                    
                    34,125
                    
                    
                    
                    35,195Total
      assets
                    
                    $
                    562,835
                    
                    
                    $
                    630,521LIABILITIES
      AND (DEFICIENCY IN) STOCKHOLDERS’ EQUITYCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                    
                    $
                    1,560,969
                    
                    
                    $
                    1,577,932Payable
      to related parties
                    
                    
                    123,900
                    
                    
                    
                    66,900Notes
      payable - stockholder
                    
                    
                    500,000
                    
                    
                    
                    500,000Notes
      payable and capital leases - current portion
                    
                    
                    182,038
                    
                    
                    
                    194,660Accrued
      compensation and payroll liabilities
                    
                    
                    518,688
                    
                    
                    
                    426,822Accrued
      interest
                    
                    
                    111,679
                    
                    
                    
                    99,411Total
      current liabilities
                    
                    
                    2,997,274
                    
                    
                    
                    2,865,725Commitments
      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; 103,002,366 and
      103,002,366 shares issued outstanding at March 31, 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
                    
                    
                    (64,535,230
                    )
                    
                    
                    (64,333,945
                    )Total
      stockholders’ equity (deficit)
                    
                    
                    (2,434,439
                    )
                    
                    
                    (2,235,205
                    )Total
      liabilities and stockholders’ equity (deficit)
                    
                    $
                    562,835
                    
                    
                    $
                    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
      March
                            31,
      2009
                            (Unaudited)
                          
                          
                          For
      the Three
                            Months
                            Ended
      March
                            31,
      2008
                            (Restated)
                            (Unaudited)Revenues
                          
                          $
                          94,881
                          
                          
                          $
                          5,749Cost
      of revenue
                          
                          
                          84,314
                          
                          
                          
                          117,276Gross
      Income (loss)
                          
                          
                          10,567
                          
                          
                          
                          (111,527
                          )Operating
      expenses:Selling,
      general and administrative expenses
                          
                          
                          198,988
                          
                          
                          
                          337,007Research
      and development
                          
                          
                          —
                          
                          
                          
                          —Total
      operating expenses
                          
                          
                          198,988
                          
                          
                          
                          337,007Loss
      from operations
                          
                          
                          (188,421
                          )
                          
                          
                          (448,534
                          )Interest
      income (expense)
                          
                          
                          (12,864
                          )
                          
                          
                          (13,055
                          )Net
      loss
                          
                          $
                          (201,285
                          )
                          
                          $
                          (461,589
                          )Net
      loss per share, basic and diluted
                          
                          $
                          (0.002
                          )
                          
                          $
                          (0.005
                          )Weighted
      average common shares outstanding
                          
                          
                          103,002,366
                          
                          
                          
                          91,110,717




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




2


Vista
International Technologies, Inc.


Consolidated
Statements of Cash Flows


For
      the Three
                                  Months
                                  Ended
      March
                                  31,
      2009
                                  (Unaudited)
                                
                                
                                For
      the Three
                                  Months
                                  Ended
      March
                                  31,
      2008
                                  (Restated)
                                  (Unaudited)Cash
      flows from operating activities:Net
      Income (loss)
                                
                                $
                                (201,285
                                )
                                
                                $
                                (461,589
                                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                                
                                
                                42,821
                                
                                
                                
                                44,038Consulting
      fees
                                
                                
                                —
                                
                                
                                
                                75,000Common
      stock to be issued for expenses paid
                                
                                
                                2,050
                                
                                
                                
                                —Changes
      in assets and liabilities:(Increase)
      decrease in assets:Accounts
      receivable
                                
                                
                                (7,977
                                )
                                
                                
                                65,358Prepaid
      expenses
                                
                                
                                21,094
                                
                                
                                
                                87,374Other
      assets
                                
                                
                                —
                                
                                
                                
                                10,128Increase
      (decrease) in liabilities:Accounts
      payable and accrued liabilities
                                
                                
                                87,171
                                
                                
                                
                                63,682Related
      party payables
                                
                                
                                57,000
                                
                                
                                
                                16,900Net
      cash used in operating activities
                                
                                
                                874
                                
                                
                                
                                (99,109
                                )Cash
      flows from investing activities:Proceeds
      from the sale of vehicle
                                
                                
                                —
                                
                                
                                
                                —Equipment
      and intangible asset purchases
                                
                                
                                —
                                
                                
                                
                                —Net
      cash provided by investing activities
                                
                                
                                —
                                
                                
                                
                                —Cash
      flows from financing activities:Payments
      on debt
                                
                                
                                (12,622
                                )
                                
                                
                                (11,820
                                )Proceeds
      from common stock to be issued
                                
                                
                                —
                                
                                
                                
                                101,912Net
      cash provided by (used in) financing activities
                                
                                
                                (12,622
                                )
                                
                                
                                90,092Increase
      (decrease) in cash and cash equivalents
                                
                                
                                (11,748
                                )
                                
                                
                                (9,017
                                )Cash
      and cash equivalents at beginning of period
                                
                                
                                37,120
                                
                                
                                
                                30,515Cash
      and cash equivalents at end of period
                                
                                $
                                25,372
                                
                                
                                $
                                (21,498
                                )Supplemental
      disclosure of cash flow information:Cash
      paid during the period for:Interest
                                
                                $
                                958
                                
                                
                                $
                                1,528Taxes
                                
                                $
                                
                                
                                
                                $
                                —Non
      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


MARCH
31, 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 three months ended March 31, 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 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 $201,285 for the three months ended March 31, 2009.
At March 31, 2009 the Company had a working capital deficit of $2,958,845,
and an accumulated deficit of $64,535,230. The Company is currently in default
on notes payable of $682,038. 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
modernization and improvement of the TDF processing operation at our Hutchins,
TX facility to increase production and reduce operating costs. 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 funding for the purposes described above. The Company is
exploring numerous financing opportunities but has no agreements or commitments
for funding, with the exception of an agreement with our majority stockholder
Vista International, Inc., which is described below. 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 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. 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.




During the three months ended March 31,
2009, the Company received$2,050for payments from Vista International,
Inc. for our operations for which we have an obligation to issue20,500shares of common stock. These shares
are classified as common stock to be issued on our March 31, 2009 consolidated
balance sheet.




The
Company can give no assurance that it will be able to obtain funds from
financing opportunities, or that if available; the Company will be able to
obtain funds on favorable terms and conditions. If the Company cannot secure
additional funds it may be required to scale back operations or change its
plans.




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.




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, 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 March 31, 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 three months ended March 31, 2009 and 2008, we incurred $0 and $0,
respectively for outside resources for research and development
expense.




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:


6




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




Depreciation
expense recorded in the statements of operations was $40,712 and $42,969 for the
periods ended March 31, 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 March
31, 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 periods ended March 31, 2009 and 2008, the
Company recognized revenue from disposal fees and sales of tire shreds or whole
tires of $94,881 and $5,749, respectively




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, 2009 or 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.


7




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
March 31, 2009, the Company recorded an allowance for doubtful accounts totaling
$0 and bad debt expense of $0 and $650 for the three months ended March 31, 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 $23,303 at March 31, 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 March 31, 2009.




Advertising




The
Company expenses non-direct advertising costs as incurred. The Company did not
incur any direct response advertising costs during the three months ended March
31, 2009 and 2008 to be capitalized and deferred to future periods. The Company
had advertising expenses of $-0- and $-0- during the three months ended March
31, 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.


8




2.
Notes Payable




At March
31, 2009, the Company had the following promissory notes
outstanding:


20093.68%
      installment note, secured by equipment
                        
                        
                        75,4523.35%
      installment note, secured by equipment, repossessed 2008
                        
                        
                        —9.09%
      capital lease, secured by software
                        
                        
                        19,58615%
      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 ThermalGasifier TM project owner at 20% of amount
      received
                        
                        
                        70,000Total
      debt:
                        
                        $
                        182,038




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.




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 March 31, 2009 and the notes are in default and a default
notice has been received. In addition, in 2007 an asset was sold without payment
on these notes to Mr. Strain. The interest expense for the periods to March 31,
2009 and March 31, 2008 are $11,313 and $13,055 respectively.




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, 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 three months ended March 31, 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 March 31, 2009 consolidated balance
sheet.




During
the first three months of 2009, we borrowed $57,000 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 March
31, 2009 consolidated balance sheet. Subsequent to the end of the quarter an
additional $23,400 was advanced.


9




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 March 31, 2009.




Common
Stock




Three months ended March 31,
2009




During
the three months ended March 31, 2009, the Company received approximately $2,050
cash and 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 March 31, 2009 consolidated balance
sheet.




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.




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.




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
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 March 31, 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.




Past due
Federal income taxes of approximately $161,000 are included in accrued expenses
as of March 31, 2009 and 2008.


10




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 but the settlement was accrued previously.




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.




Environmental
Liability




The
Company has approximately 7,500 tons of whole tires, partially shredded tires,
tire chips and process waste stored onsite at the Hutchins TDF processing
facility at the end of March 31, 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 7,500
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 through the
quarter.




7.
Subsequent Events




The
company has 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.




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 April 29, 2009 that this matter has been resolved with
the IRS and no further payments are required.


11




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 March 31, 2009 compared with the operating results for the period
ended March 31, 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 $94,881 and $5,749 during the period March 31, 2009
and 2008, respectively. We recognized no revenue from our Thermal GasifierTM
business during 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.




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.


12




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. 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
cancellation of all business insurance, 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. New equipment had not been ordered as of March 31, 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 May 15, 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 was 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 quarter 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 tire that we accept increase monthly.




Results
of Operations




Revenue




For the
three months ended March 31, 2009, revenue from continuing operations was
$94,881 compared to $5,749 during the three months ended March 31, 2008, a
increase of $89,132 or approximately 94%. 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 goods
sold




Cost of
goods sold was $84,314 for the three months ended March 31, 2009, compared to
$117,276 during the three months ended March 31, 2008, a decrease of $32,962 or
28%. The decrease was primarily due to reduction in headcount and related salary
and employee benefit expense of approximately $20,000, a increase in repair and
maintenance and operating supplies expense due to increased operations of
approximately $5,000, a decrease in outside services of approximately $6,000, a
decrease in truck and equipment rental expense of approximately $7,000, a
decrease in utilities of approximately $3,500 due to lower rates, a decrease in
uncollected accounts of approximately $6,800 and a decrease in depreciation
expense of approximately $2,257.


13




Sales,
general, and administrative expenses
 
 Sales,
general, and administrative expenses were $198,988 for the three months ended
March 31, 2009, compared to $337,007 for the three months ended March 31, 2008,
a decrease of $138,019 or approximately 41%. This decrease was due primarily to
the reduction in headcount and employee related benefits of approximately
$90,000, a reduction in outside services of approximately $75,000, an decrease
in office rent of  $17,000, offset by an increase in contract labor of
approximately $42,000.
  Research
and development expense
 
 For the
three months ended March 31, 2009 and 2008, research and development expense was
$0 and $0, respectively.
 
 Interest
expense
 
 Interest
expense, net of interest income, was $12,864 during the three months ended March
31, 2009, compared to interest expense of $13,055 during the three months ended
March 31, 2008.
 
 Other
income
 
 Other
income for the three months ended March 31, 2009 and 2008 was $-0- and $-0-,
respectively.
 
 Net
Income (Loss)
 
 For the
reasons stated above, net loss for the three months ended March 31, 2009 was
$201,285, or ($0.002) per basic and diluted share, compared with the net loss of
$461,589, or ($0.005) per basic and diluted share, for the three months ended
March 31, 2008.
 
 Liquidity
and Capital Resources
  As of March 31, 2009, we have a negative working capital of
$2,958,845 and a cash balance of
$25,372. The company’s
negative working capital balance is due primarily to the reductionfrom its fulloperationand related cash flowsat our tire fuel processing facility inHutchins,Texas,inclusion of a liability of
$350,000for clean up costs at the Hutchins
facility, and the current
status of all the notes payable due to default.
 
 For the
period ended March 31, 2009, net cash provided by operating activities of $874
consists primarily of the net loss of $201,285, decreased by non cash
depreciation expense of $41,751 and a decrease in prepaid expenses of $21,094
and an increase in accounts payable of $87,171 and related party payables of
$57,000.
 
 For the
period ended March 31, 2008, net cash used by operating activities of $99,109
consists primarily of the net loss of $461,589, decreased by non cash
depreciation expense of $42,969 and consulting fees of $75,000 and increased by
changes in the components of working capital primarily due to an increase in
accounts payable and accruals of $63,682 and increase in related party payables
of $16,900, and decrease in assets, accounts receivable, intangibles and prepaid
expenses of $163,929.
 
 For the
periods ended March 31, 2009 and March 31, 2008, net cash provided by investing
activities was $-0- for each period respectively.
 
 Net cash
used in financing activities was $12,622 for the period ended March 31, 2009
used for the payment on indebtedness of $12,622.


14




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




We received interimsupportinthe form of a payment of an
expense,of $2,050,as acapital contributionfrom Vista International,
Inc., majority
shareholder,during the
first quarter 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 expect that Vista International, Inc. will provide additional
capital either as debt or as an equity contribution to us during the remainder
of 2009 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 operations. 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, 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.


15




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 March 31, 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 the following
material weaknesses in internal control over financial reporting as of March 31,
2009:




The
Company lacks sufficient accounting controls and procedures to ensure proper
timing and recording of non cash transactions and those 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 lack
the ability to segregate duties as it relates to recording and reconciling our
accounts, however, management oversight of the approval of transactions helps
mitigate this deficiency.




We
determined that the aforementioned deficiencies constitute material weaknesses
in our internal control over financial reporting as of March 31, 2009. Due
solely to these material weaknesses, we concluded that we did not maintain
effective internal control over financial reporting as of March 31,
2009.




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.




Remediation of Internal Control
Weakness:




Management
intends to implement procedures, during the second quarter of 2009, which
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.




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 10 th day
following the date the company effectuates a stock split. Additionally, the
company would provide cash payment of $15,000. All this compensation was for
services during the time of employment. The $15,000 was paid to the individual.
The company accrued the stock liability on the books but has never delivered the
stock since a stock split transaction has never taken place and is not
contemplated. The employee has brought suit against the company and says that
the company owes him the stock or equivalent cash at a rate of $1.00 per share.
To date, only motions for dismissal and default judgments have been filed in the
District Court, County of Arapahoe, State of Colorado, as applied to case # 2008
CV 881.


16




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.




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**
 17


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.***
            
            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.




18




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:
      May 20, 2009
              By:
              /s/
      Barry J. KembleBarry
      J. KembleChief
      Executive OfficerVista
      International Technologies,
Inc.






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