Vista International Technologies Inc - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Vista International Technologies Inc	Financial_Report.xls
EX-32 - 906 CERTIFICATION OF THE CEO/CFO - Vista International Technologies Inc	ex32.htm
EX-31 - 302 CERTIFICATION OF THE CEO/CFO - Vista International Technologies Inc	ex31.htm

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, 2012; or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to ________

COMMISSION FILE NUMBER: 000-27783

VISTA INTERNATIONAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

5151 E 56th Ave, Commerce City, Colorado 80022

(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 15, 2012, Vista International Technologies, Inc. had outstanding 120,479,461 shares of common stock, par value $0.001 per share.

VISTA INTERNATIONAL TECHNOLOGIES, INC.

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements - Unaudited

	Consolidated Balance Sheets at March 31, 2012 (unaudited) and December 31, 2011	F-1

	Consolidated Statements of Operations for the Three months ended March 31, 2012 and 2010 (unaudited)	F-2

	Consolidated Statements of Cash Flows for the Three months ended March 31, 2012 and 2010 (unaudited)	F-3

	Notes to Unaudited Interim Consolidated Financial Statements	F-4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6

Item 4.	Controls and Procedures	6

	PART 2 - OTHER INFORMATION

Item 1.	Legal Proceedings	7

Item 2.	Unregistered Sales of Equity Securities And Use of Proceeds	7

Item 3.	Defaults Upon Senior Securities	7

Item 4.	Reserved	7

Item 5.	Other Information	7

Item 6.	Exhibits	7

	Signatures	9

Vista International Technologies Inc.

Condensed Consolidated Balance Sheets

	March 31, 2012		December 31, 2011
ASSETS	(unaudited)

Current assets:
Cash	$	2,165	$	36,710
Accounts receivable, net		37,077		1,739
Other receivables		44		1,904
Prepaid expenses		23,210		55,410
Total current assets		62,496		95,763

Environmental deposit		170,000		170,000
Deposits		1,896		1,896
Property and equipment, net		549,655		569,258
Intangibles, net		26,782		27,766

Total assets	$	810,829	$	864,683

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	1,912,600	$	1,900,246
Accrued compensation and payroll liabilities		570,726		588,087
Accrued interest		239,883		200,376
Notes payables - related parties		659,001		658,901
Notes payable - stockholder		1,096,931		1,096,931
Notes payable and capital leases, current portion		187,004		151,484
Convertible Notes payable net of debt discount		17,722		3,709
Derivative liability		61,552		74,192
Total current liabilities		4,745,419		4,673,926

Other long-term liabilities		28,482		40,068
Notes payable and capital leases, less current portion		-		3,898

Total liabilities		4,773,901		4,717,892

Commitments and contingencies		-		-

Stockholder’s deficit:

Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2012 and December 31, 2011		-			-

Common stock, $0.001 par value; 200,000,000 shares authorized; 120,479,461 shares issued outstanding at March 31, 2012 and December 31, 2011		120,480			120,480
Additional paid-in capital		62,694,296			62,694,296
Common stock to be issued		5000			-
Accumulated deficit		(66,782,848	)		(66,667,985	)
Total stockholder’s deficit		(3,963,072	)		(3,853,209	)

Total liabilities and stockholders’ deficit	$	810,829		$	864,683

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-1

Vista International Technologies Inc.

Condensed Consolidated Statements of Operations

(unaudited)

	For the Three Months Ended
	March 31
	2012			2011

Revenues	$	155,823		$	102,151

Cost of revenue		171,018			77,150

Environmental remediation expenses		(20,958	)		62,018

Gross (loss) profit		5,763			(37,017	)

Operating expenses:
Selling, general and administrative expenses		72,367			181,196
Total operating expenses		72,367			181,196

Loss from operations		(66,604	)		(218,213	)

Other income (expense):
Interest expense, net		(62,477	)		(32,311	)
Gain on change in the fair value of derivative liability		12,640			-
Other Income		1,578
Other expense
		(48,259	)		(32,311	)

Loss before income taxes		(114,863	)		(250,524	)

Income tax expenses		-

Net loss	$	(114,863	)	$	(250,524	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding		120,479,461			114,719,553

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-2

Vista International Technologies, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	For the Three Months Ended
	March 31
	2012			2011
Cash flows from operating activities:
Net loss	$	(114,863	)	$	(250,524	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		20,725			12,668
Environmental remediation expenses		(20,958	)		62,018
Amortization of deferred debt discount		14,013			-
Gain on change in fair value of derivative liability		(12,640	)		-
Changes in operating assets and liabilities:
Accounts receivable, net		(35,338	)		2,760
Prepaid expenses		7,200			11,409
Other receivables, deposits and restricted cash		1,860			52,388
Accounts payable and accrued expenses		68,872			76,398
Net cash used in operating activities		(71,129	)		(32,883	)

Cash flows from investing activities:
Property and equipment and intangible asset purchases		(138	)		(4,790	)
Net cash used in investing activities		(138	)		(4,790	)

Cash flows from financing activities:
Repayments on debt		(1,128	)		(1,758	)
Proceeds for Common Stock to be Issued		5,000			-
Proceeds from notes payable and capital lease		32,750			-
Proceeds from related party notes		100			55,000
Net cash provided by financing activities		36,722			53,242

Net (decrease) increase in cash and cash equivalents		(34,545	)		15,569

Cash and cash equivalents at beginning of period		36,710			4,901

Cash and cash equivalents at end of period	$	2,165		$	20,470

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	-		$	1,000
Cash paid during the period for taxes	$	-		$	-

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-3

Vista International Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31, 2012 and 2011

(unaudited)

1. Significant Accounting Policies and Nature of Operations

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements, which include the wholly-owned subsidiaries of Vista International Technologies, Inc. (the “Company”, “we”, “our”), have been prepared by the Company in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission. The financial information has not been audited and should not be relied upon 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 unaudited interim financial statements should be read in conjunction with the Company’s financial statements and related notes contained in the Form 10-K for the year ended December 31, 2011. In the opinion of management, the unaudited 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, 2012 are not necessarily indicative of the results of operations to be expected for the full year.

Description of Business

The Company is in the business of developing, commercializing and operating renewable energy and waste-to-energy (“WTE”) technologies and projects.

The Company is currently conducting its business in the following areas:

●	Tire processing operation in Hutchins, Texas, and

●	Renewable energy and WTE projects utilizing the Company’s Thermal Gasifier™ technology and corporate administration at the Company’s offices in Englewood, Colorado.

Discrete financial information is not presently maintained for our WTE business as it has not yet generated any revenues. In addition, management makes investing and resource allocation decisions based on the combined results of both the processing and WTE business. Accordingly, we only have one reportable segment.

Going Concern and Management’s Plan

The Company reported a net loss of approximately $115,000 and used net cash in operating activities of approximately $71,100 for the three months ended March 31, 2012, has a working capital deficiency of approximately $4.7 million and an accumulated deficit of approximately $66.8 million at March 31, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying unaudited condensed consolidated financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from operations or to obtain equity investment or additional financing to meet obligations on a timely basis and ultimately achieve profitable operations.

During the three months ended March 31, 2012, the Company received proceeds of approximately $32,750 from an equipment financing transaction to help with working capital. We expect that the Company will continue to rely on loans, including those from related parties and issuances of shares in private placements to meet its working capital needs for the foreseeable future. Management plans to focus the Company’s resources in four key areas:

	●	Thermal Gasifier™ engineering design and deployment

	●	Maximizing value from the Hutchins, Texas tire processing and storage facility, including the installation and operation of a tire derived fuel (“TDF”) production facility.

	●	Development of project based opportunities, and Attracting strategic investment

	●	Attracting Strategic Investments

F-4

Vista International Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31, 2012 and 2011

(unaudited)

Significant Accounting Policies and Nature of Operations (Continued)

Management considers the Thermal Gasifier ™ and waste-to-energy segment to be our core business. However, significant focus is also being placed on the improvement of the tire processing operation at our Hutchins, TX facility to increase production and reduce operating costs, and expand sales to include TDF to increase revenue and cash flow. In February 2012, the Company began operation of the shredding equipment for its TDF production line. Management expects positive cash flow from production in the second quarter of 2012.

The Company continues to develop our internal resources and implement business development activities to secure waste-to-energy and biomass-to-energy facility opportunities that will utilize their Thermal Gasifier™ technology through build-own-operate agreements or through joint-venture relationships with strategic partners. The Company is looking to partner with companies that produce large hydrocarbon-based waste streams and are also in need of thermal and/or electrical energy. The Company is targeting opportunities where there are high disposal fees and energy rates, where they can use the Thermal Gasifier™ with back end power systems to provide significant cost savings to the end user. The Company is reviewing the economic viability of a number of opportunities in the northeastern United States and in Colorado and are currently working towards obtaining letters of intent from these entities. Currently, the Company does not have any Thermal Gasifiers in operation.

Management believes that current revenue levels will not be sufficient to meet our operational needs and execute the Company’s complete business plan. The Company is seeking additional funding for the activities described above. The Company is exploring various financing opportunities but does not have final agreements or commitments for funding at the present time.

Future funding may be through an equity investment, debt or convertible debt. Current market conditions present uncertainty as to the Company’s ability to secure additional funds, as well as its ability to reach full profitability. There can be no assurance that the Company will be able to secure additional financing, or obtain favorable terms on such financing if it is available. Continued negative cash flow and lack of liquidity create significant uncertainty about the Company’s ability to fully implement its operating plan, and may result in the Company reducing the scope of its planned operations, scale back or discontinue its technology and project development programs, or obtain funds, if available, through strategic alliances that may require the Company to relinquish rights to certain of its technologies or products or to discontinue its operations entirely.

Revenue Recognition

We recognize revenue from our tire fuel processing and storage facility in three ways:

	●	Disposal fees (“tipping fees”) for waste tires are fully earned when accepted at the facility

		Tire Derived Fuel revenues are fully earned when the product is accepted at the purchaser’s facility.

	●	Sales of unprocessed whole tires are recognized when delivered to the end user

Revenue from sales of our Thermal Gasifier™ will be recognized upon completion, delivery and customer acceptance, using the completed contract method of accounting. We have recognized no revenue from the sale of our Thermal Gasifier™ during the three months ended March 31, 2012 and 2011.

Concentration of Credit Risk

Our two largest customers comprised approximately 20% and 15% of revenues for the three months ended March 31, 2012, and our two largest customers comprised approximately 24% and 12% of revenues for the three months ended March 31, 2011.

Use of Estimates

U.S. generally accepted accounting principles require us to make certain estimates, judgments and assumptions that we believe are reasonable, based on information available at the time they were made. These estimates, judgments and assumptions can affect the amounts reported in our condensed consolidated financial statements.

Recent Accounting Pronouncements

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

F-5

Vista International Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31, 2012 and 2011

(unaudited)

1. Significant Accounting Policies and Nature of Operations (Continued)

Reclassifications

Certain reclassifications to the 2011 statements of operations and cash flows have been made in order to conform it to the 2012 presentation.

2. Notes Payable and Capital Lease

At March 31, 2012 and December 31, 2011, the Company had the following promissory notes outstanding:

	March 31, 2012		December 31, 2011
		(unaudited)
18% installment note, secured by equipment, due December 2013, signed personally by a related party (Note 3)	$	32,750	$	0
12% promissory notes payable to individual, interest due monthly, secured by the assets of the Company, due on April 22, 2011 **		50,000		50,000
15% promissory note payable to individual, due on demand, in default		17,000		17,000
7.5% promissory note with bank, co-signed with related party (Note 3)		75,000		75,000
20.6% installment note, secured by equipment, due December 2012, signed personally by related party		12,254		13,382
8% convertible note, unsecured, due on September 7, 2012		42,500		42,500
Total notes payable and capital lease		229,504		197,882
Less: Unamortized debt discount on convertible note		(24,778)		(38,791)
Total notes payable and capital lease net of debt discount		204,726		159,091
Less: current maturities, net of unamortized debt discount		(204,726)		(155,193)
Notes payable and capital lease – Long-term	$	-0-	$	3,898

Maturities of notes payable and capital lease at March 31, 2012 are as follows:

Period ending March 31,	Amount ($)
2013	$	204,726
	$	204,726

** The 12% promissory notes were originally due April 22, 2011 but on May 19th, 2011 the repayment of principal was postponed until 5 days after the sale of the Hutchins facility. Interest continues to accrue.

Issuance of Convertible Debt

On December 7, 2011, the Company entered into a loan agreement with an investor pursuant to which the Company sold and issued a convertible promissory note in the principal amount of $42,500. The Note is convertible into shares of common stock at a conversion price equal to 58% of the current market price of the stock, as measures by the average of the 3 lowest closes of the past 10 trading days. The Note accrues interest at a rate of 8% per annum and matures on September 7, 2012.

Embedded Derivatives

The Company identified embedded derivatives related to the Convertible Note entered into on December 7, 2011. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date.

F-6

Vista International Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31, 2012 and 2011

(unaudited)

2. Notes Payable and Capital Lease (Continued)

Current Value of Derivative

During the three months ended March 31, 2012, the Company amortized $14,013 of the debt discount to current quarter operations as interest expense.

The fair value of the described embedded derivative of $61,552 at March 31, 2012 was determined using the Black-Scholes Model with the following assumptions:

(1) risk free interest rate of	10%;

(2) dividend yield of	0%; and

(3) volatility factor of	369%;

At March 31, 2012, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $12,640 for the quarter ended March 31, 2012.

3. Related Party Transactions

At March 31, 2012 and December 31, 2011 notes payable - stockholder and notes payable – related parties consisted of the following:

	March 31, 2012		December 31, 2011
	(unaudited)
9% promissory notes payable – Richard Strain – stockholder, due on demand, secured by a first priority security interest in Company assets – default waived through June 30, 2011	$	500,000	$	500,000
9% line of credit - Richard Strain – stockholder, matures December 31, 2011, principal payments of $8,000 per month, no prepayment penalty, secured by a first priority security interest in the Company’s assets – default waived through June 30, 2011		146,931		146,931
9% note payable-Richard Strain- stockholder, due on demand, secured by a first priority interest in Company assets. Due 12/31/2011 – in default		450,000		450,000
Notes payable- stockholder	$	1,096,931	$	1,096,931

8% promissory notes payable - Timothy Ruddy, due on demand, secured by all of the Company’s assets, security interest is subordinated to the loans extended by Mr. Ruddy	$	614,001	$	613,901
12% promissory notes payable to Timothy Ruddy family members, cash interest of 10% and Company stock of 2%, secured by all of the Company’s assets, security interest is subordinated to the loans extended by Mr. Strain, interest due quarterly-default waived		45,000		45,000
Notes payable-related parties	$	659,001	$	658,901

Notes payable – stockholder

The line of credit provides for certain equity redemption rights to Mr. Strain, on terms and conditions to be agreed upon. No equity redemption rights have been provided as of March 31, 2012. The maximum amount to be drawn under the line is $375,000. Mr. Strain indicated that no further advances will be made under the line of credit agreement. The outstanding balance as of March 31, 2012 is $146,931

In September through December 2011, the Company received $450,000 from a promissory note extended by Mr. Strain to be used for working capital and to be paid directly to specified vendors for the purchase of shredding equipment to be utilized for the Company’s TDF production line. The outstanding balance as of March 31, 2012 is $450,000

All other debt of the Company is substantially subordinated to Mr. Strain.

F-7

Vista International Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31, 2012 and 2011

(unaudited)

3. Related Party Transactions (Continued)

As of March 31, 2012 and December 31, 2011, accrued interest outstanding on the loans was approximately $126,300 and $102,000, respectively.

Interest expense on the loans for the three months ended March 31, 2012 was approximately $24,500. Interest expense on the loans for the three months ended March 31, 2011 was approximately $13,400.

Notes payable – related party

The Company has a loan agreement with Mr. Timothy D. Ruddy, a Director and Interim CEO of the Company, in which Mr. Ruddy has the option, at his discretion, to receive payment as follows:

	(a)	repayment of principal and interest @8%;

	(b)	conversion of outstanding amount without accrual of interest into the Company’s common stock based on the quoted market price of the stock at the dates loans were made;

	(c)	any combination of cash and stock as described in (a) and (b)

The outstanding balance on these loan as of March 31, 2012 is $614,001

The 20.6% installment note (note 2) was executed by Mr. Ruddy on behalf of the Company in July 2011. At March 31, 2012, the remaining obligation was approximately $12,254 and the net book value of the equipment financed was approximately $26,100. Mr. Ruddy also paid $6,000 of the required down payment, which has been included in his outstanding loan balance. The Company is responsible for future monthly payments of $1,350, continuing through December 2012. Interest is accrued based on the outstanding balance of the obligation.

The 18% installment note (note 2) was executed by Mr. Ruddy on behalf of the Company in February 2012. At March 31, 2012, the remaining obligation was approximately $32,750 and the net book value of the equipment financed was approximately $37,500. The Company is responsible for future monthly payments of $1,955, continuing through December 2013. Interest is accrued based on the outstanding balance of the obligation.

As of March 31, 2012 and December 31, 2011, accrued interest outstanding on the loan with Mr Ruddy was approximately $85,500 and $73,300, respectively.

Interest expense on the loans for the three months ended March 31, 2012 was approximately $13,300. Interest expense on the loans for the three months ended March 31, 2011 was approximately $7,600.

During the three months ended March 31, 2012, the Company received additional loans from Mr. Ruddy of approximately $100.

In December 2010, Mr. Ruddy has provided $150,000 of personal assets as collateral for a letter of credit utilized for part of the Company’s required financial assurance to the Texas Commission of Environmental Quality (“TCEQ”). This letter was called by the TCEQ in December 2011. Subsequently, Mr. Ruddy provided $75,000 in additional funding to partially cover the amount due by the bank which held the letter of credit, and the Company and Mr. Ruddy jointly executed an unsecured loan for the remaining $75,000 (See Note 2).

Notes payable – related party family

12% promissory note payable to Timothy Ruddy family member has an outstanding balance of $45,000 as of March 31, 2012.

As of March 31, 2012, no interest payments have been made on these notes. Default has been waived.

As of March 31, 2012 and December 31, 2011, accrued interest outstanding on the loans was approximately $10,300 and $8,951, respectively.

Interest expense on the loans for the three months ended March 31, 2012 was approximately $1,300. Interest expense on the loans for the three months ended March 31, 2011 was approximately $1,300.

F-8

Vista International Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31, 2012 and 2011

(unaudited)

3. Related Party Transactions (Continued)

Settlement Payments

The Company was named in a suit in the Colorado District Court for the 18th District (Arapahoe County) by a former employee alleging that the Company did not meet its obligation to issue shares to the employee. On July 12, 2011 the Court granted a motion to enforce a settlement dated September 16, 2010. In accordance with the terms of the court order, the Company is obligated to make payments totaling approximately $104,700, including annual 6% interest. An initial payment of $15,455 was made on July 22, 2011 and monthly payments of $3,000, including interest are due through December 2013. A final payment of approximately $5,200 will be due in December 2013. As of March 31, 2012, the Company has accrued the short term portion of this settlement of approximately $34,000 under accounts payable and accrued liabilities and has listed the long term portion of this settlement $28,482 under other long term liabilities on its balance sheet. Through March 31, 2012, $35,945 has been paid toward the settlement, with no additional payments having been paid in the subsequent period, as of May 8, 2012

4. Stockholders’ Equity

As of March 31, 2012, the Company has an obligation to issue approximately 100,000 shares of its restricted common stock to an investor. The accompanying unaudited condensed consolidated financial statements reflect an accrual of approximately $5,000 for these unissued shares as of March 31, 2012.

As of March 31, 2012 and December 31, 2011, there were 120,479,461 shares of common stock issued and outstanding.

5. Commitments and Contingencies

Encumbrance on Company Assets

On September 13, 2011 the Company entered into an agreement with the Internal Revenue Service (“IRS”) to pay a delinquent payroll tax obligation of approximately $88,700, including penalties and interest, at the rate of $5,000 per month. The IRS has filed a tax lien against the Company in connection with this obligation. The Company expects to use revenues from TDF production at its industrial site in Hutchins Texas to satisfy the remainder of this obligation (See Note 1).

Mechanic’s lien filed by a contractor for approximately $86,000 for services provided October, 2007 through April, 2008. Lien expired in August 2011 under statute of limitations for such liens in Texas. The liability for this judgment is still included in accounts payable and accrued liabilities in the consolidated balance sheets

Litigation and Claims

In accordance with the terms of a court order, the Company is obligated to make payments totaling approximately $104,700, including 6% interest, to a former employee. An initial payment of $15,455 was made in July 2011 and monthly payments of $3,000, including interest are due through December 2013. At March 31, 2012, liabilities for approximately $34,000 and $28,500 has been included in accounts payable and accrued liabilities and other liabilities, respectively, related to this matter.

Environmental Liability

Our tire operations in Texas are subject to regulation by the TCEQ. At March 31, 2012, the Company had approximately 15,200 tons of whole tires, partially shredded tires, tire chips and process waste stored onsite at the tire processing and storage facility. Through January 2011, we were able to dispose of this material at a municipal landfill site with minimal disposal and transportation costs. In February, 2011, the landfill transitioned to a project-based system where tire shreds are requested as needed, and the Company is now required to pay transportation and disposal costs in order to reduce its tire shred inventory. Consequently, the Company has since installed a tire derived fuel (TDF) line to create additional revenue from disposal of the tires and has been selling TDF since February 2012. Based on these new circumstances, the Company has estimated a disposal cost of approximately $381,500 at March 31, 2012. This amount has been included in accounts payable and accrued liabilities in the accompanying unaudited condensed consolidated balance sheets, and reflects a decrease of approximately $22,000 compared to December 31, 2011. This amount has been recorded as environmental remediation expense in the accompanying condensed consolidated statements of operations.

F-9

Vista International Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31, 2012 and 2011

(unaudited)

5. Commitments and Contingencies (Continued)

The Company’s registration with the TCEQ requires the Company to provide financial assurance (approximately $170,000 at March 31, 2012) for remediation in the event the Company liquidates and the facility closes. The Company currently has $170,000 on deposit with the TCEQ, Consisting of $20,000 in cash provided by the company, $75,000 in cash provided by Mr. Ruddy, and a $75,000 loan held jointly by the company and Mr. Ruddy. The Company has no other asset retirement obligations.

6. Fair Value of Financial Instruments

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.

Items recorded or measured at fair value on a recurring basis in the accompanying unaudited condensed consolidated financial statements consisted of the following items as of March 31, 2012:

			Fair Value Measurements at March 31, 2012 using:
	March 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Debt Derivative Liabilities	$	61,552		-		-	$	61,552

F-10

Vista International Technologies, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three months ended March 31, 2012 and 2011

(unaudited)

6. Fair Value of Financial Instruments (Continued)

The debt derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical prices for the Company’s common stock and are classified within Level 3 of the valuation hierarchy.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of March 31, 2012:

	Debt Derivative Liability
Balance, January 1, 2012	$	74,192

Initial fair value of debt derivatives at note issuances		-

Mark-to-market at March 31, 2012:

- Embedded debt derivatives		(12,640	)

Balance, March 31, 2012	$	61,552


Net gain for the period included in earnings relating to the liabilities held at March 31, 2012	$	12,640

7. Subsequent Events

Management evaluated all activities of the Company through the issuance date of the Company’s interim unaudited condensed consolidated financial statements and concluded that no subsequent events have occurred that would require adjustments or disclosures into the interim unaudited condensed consolidated financial statements.

F-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” relating to our business or operations 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). 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.

The Management’s Discussion and Analysis is intended to help stockholders and other readers understand the dynamics of the Company’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, 2012, compared with the operating results for the period ended March 31 2011.

Business Overview and Presentation

Our financial results were impacted by several significant trends, which are listed below. We expect that these trends will continue to affect our results of operations, cash flows and financial position.

●	Inability to attract adequate debt or equity funding to implement our business plan
●	Delay in successfully demonstrating our Thermal Gasifier™ technology
●	Ongoing operating losses

Description of Business

The Company is in the business of developing, commercializing and operating renewable energy and waste-to-energy (“WTE”) technologies and projects.

The Company is currently conducting its business in the following areas:

●	Tire processing operation in Hutchins, Texas, and

●	Renewable energy and WTE projects utilizing the Company’s Thermal Gasifier™ technology and corporate administration at the Company’s offices in Englewood, Colorado.

Our mission is to provide a clean, dependable, cost-competitive alternative energy to fossil fuels. We plan to develop projects with government, community, industry and financial partners to recover the available carbon based energy from materials previously considered “waste” and destined for disposal. The recovery of energy from waste using our Thermal Gasifier™ is expected to divert large volumes of material from landfills and other disposal sites, while providing clean alternative energy and reducing greenhouse gas emissions. In addition to processing waste into clean energy, our technology has the capability to convert biomass into energy using various plant based materials.

Environmental Liability

Our tire processing operations are subject to regulation by the Texas Commission on Environmental Quality (TCEQ). We are registered with the TCEQ, which allows us to receive, store, transport and process waste tires. Our registration was renewed on April 23, 2010 and our permit was granted through April 25, 2015.

At March 31, 2012, the Company had approximately 15,200 tons of whole tires, partially shredded tires, tire chips and process waste stored onsite at the tire processing and storage facility. Through January 2011, we were able to dispose of this material at a municipal landfill site with minimal disposal and transportation costs. In February, 2011, the landfill transitioned to a project based system where tire shreds are requested as needed and the Company is now required to pay transportation and disposal costs in order to reduce its tire shred inventory. Consequently, the Company has since installed a tire derived fuel (TDF) line to create additional revenue from disposal of the tires and has been selling TDF since February 2012 , Based on these circumstances, the Company has estimated a disposal cost of approximately $381,500 at March 31, 2012.

Going Concern

The Report of our Independent Registered Public Accounting Firm on the Company’s consolidated financial statements as of and for the year ended December 31, 2011, includes a “going concern” explanatory paragraph which means that the auditors stated that conditions existed that raise substantial doubt about the Company’s ability to continue as a going concern.

The Company reported a net loss of approximately $115,000 and used net cash in operating activities of approximately $71,100 for the three months ended March 31, 2012, has a working capital deficiency of approximately $4.7 million and an accumulated deficit of approximately $66.8 million at March 31, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments related to the recovery of the recorded assets or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from operations or obtain equity investment or additional financing to meet obligations on a timely basis and ultimately achieve profitable operations.

Management’s Plan

Management plans to focus the Company’s resources in four key areas:

●	Thermal Gasifier™ engineering design and deployment

●	Maximizing value from the Hutchins, Texas tire processing and storage facility, including the operation of a tire derived fuel (“TDF”) production facility.

●	Development of project based opportunities, and

●	Attracting strategic investment

TDF Production

Thermal Gasifier™ technology

We continue to develop our internal resources and implement business development activities to secure waste-to-energy and biomass-to-energy facility opportunities that will utilize our Thermal Gasifier™ technology through build-own-operate agreements or through joint-venture relationships with strategic partners. We are looking to partner with companies that produce large hydrocarbon-based waste streams and are also in need of thermal and/or electrical energy. We are targeting opportunities where there are high disposal fees and energy rates, where we can use the Thermal Gasifier™ with back end power systems to provide significant cost savings to the end user. We are reviewing the economic viability of a number of opportunities in the northeastern United States and in Colorado and are currently working towards obtaining letters of intent from these entities. Currently, the Company does not have any Thermal Gasifiers in operation.

Summary

Results of Operations

Overview

The following table summarizes our results of operations for the three months ended March 31, 2012 and 2011:

	March 31, 2012			March 31, 2011			2012 vs 2011			% Chg 2012 vs 2011

Revenues	$	155,823		$	102,151		$	53,672			53	%

Cost of revenue		171,018			77,150			93,868			122	%

Environmental remediation expenses		(20,958	)		62,018			(82,976	)		-134	%

Gross (loss) profit		5,763			(37,017	)		42,780			-116	%

Operating expenses:
Selling, general and administrative expenses		72,367			181,196			(108,829	)		-60	%
Total operating expenses		72,367			181,196			(108,829	)		-60	%

Loss from operations		(66,604	)		(218,213	)		151,609			-69	%

Other income (expense):
Inerest expense, net		(62,477	)		(32,311	)		(30,166	)		93	%
Gain on change in the fair value of derivative liability		12,640			-			12,640		NaN
Other Income		1,578						1,578		NaN
Other expense
		(48,259	)		(32,311	)		(15,948	)		49	%

Loss before income taxes		(114,863	)		(250,524	)		135,661			-54	%

Income tax expenses					-			-			-

Net loss	$	(114,863	)	$	(250,524	)	$	135,661			-54	%

Results of Operations for the Three Months Ended March 31, 2012 and 2011

Revenue

Revenue consisted primarily of tipping fees received for acceptance of whole passenger and truck tires, with additional revenue generated in Q1 2012 from TDF sales. Revenue increased in the first quarter of 2012 due to a higher volume of customer disposals during the three months ended March 31, 2012, as well as from the new TDF revenue source, which contributed roughly $29,900 to the total. The Company’s two largest customers comprised approximately 20% and 15% of revenues for the three months ended March 31, 2012, while the Company’s two largest customers comprised approximately 24% and 12% of revenues for the three months ended March 31, 2011.

The Company expects revenue to remain elevated, and increase slightly as the company enters the seasonally strong second and third quarters.

Cost of Revenue

Cost of revenue for our tire processing operations increased by roughly $94,000 over the prior year period, primarily due to the additional personnel and equipment required to install and operate the TDF line. The main components of this increase were an increase in salaries and wages of approximately $28,600, an increase in equipment repair and maintenance of approximately $27,300, and an increase in equipment rental of roughly $8,500

These higher costs are consistent with continued operation of a tire derived fuel processing facility and are expected to continue in to the future as long as TDF is being produced at the Hutchins facility.

Environmental remediation expense

The Company’s registration with the TCEQ requires the Company to provide financial assurance in the form of letters of credit (approximately $170,000 at March 31, 2012) for remediation in the event the Company liquidates and the facility closes. The amount of assurance that would be required (computed utilizing TCEQ regulations) is approximately $232,000 as of March 31, 2012. Accordingly, our assurance is deficient by approximately $60,000 as of March 31, 2012.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses decreased approximately $109,000 in the period ending March 31, 2012 as compared to the prior year period. The main drivers of this decrease were a significant reduction in corporate overhead, as evidenced by a $22,000 reduction in salaries and wages, a $21,800 reduction in accounting fees paid, and a $28,100 reduction in legal fees. The additional accounting and legal fees paid in Q1 2011 were in part due to the added costs of preparing the proxy for the proposed Hutchins sale/leaseback transaction. The transaction was terminated by the purchaser in January, 2012.

Overall, this quarter reflects the beginning of a trend toward significant decreases in spending on salaries and outside services due to cost control measures and a lack of liquidity. Management anticipates that these expenses will continue to be minimized until liquidity is sufficient to allow us to begin adding resources to manage the business.

Interest Expense

Interest expense increased by approximately $30,200 for the period ending March 31, 2012 versus the year ago period, primarily due to an increase in related party and stockholder borrowings to finance the installation of the TDF production line. These borrowings included a $450,000 promissory note from a shareholder, as well additional amounts contributed by a related party for site cleanup and working capital.

Gain on Change in Fair Value of Derivative Liability

During the three months ended March 31, 2012, the company recorded a gain of approximately $12,600 due to the change in fair value of the derivative portion of a convertible note signed in December, 2011, There was with no comparable event in 2011.

Liquidity and Capital Resources

The Company had a cash balance of approximately $2,200 at March 31, 2012. Our cash balance decreased approximately $18,200 as compared to March 31, 2011 due primarily to the timing of payment on the Company’s TDF contracts. The TDF purchaser generally has 30 days or longer to pay for the TDF product, so receivables increased during the quarter with a corresponding decrease in the cash balance.

We expect that our current cash on hand and expected revenues will not be sufficient to sustain our current operations. The Company is exploring all available funding sources, including the sale of its assets, and additional debt and equity funding. In the near future we are relying on funding from principal shareholders and related parties to provide cash to fund operations in the forseeable future as described in more detail under the heading “Management’s Plans” above. If we are unable to obtain additional funding or increase revenues, we may be required to scale back or suspend operations or revise our business plan.

As of March 31, 2012, we had a working capital deficiency of approximately $4.7 million, which includes notes payable to a stockholder of roughly $1.096 million (notes currently in default), notes payable to a related party of approximately $659,000, a liability of approximately $381,500 for waste tire shred removal and cleanup costs at the tire processing and storage facility, and an unpaid payroll liability to former officers of the Company of approximately $482,000.

As of March 31, 2012, we owed approximately $61,800 to the Internal Revenue Service in delinquent payroll taxes and penalties. Monthly payments of $5,000 have been made to the Internal Revenue Service since December 28, 2010.

During the three months ended March 31, 2012, the Company received proceeds of approximately $32,750 from an equipment financing transaction to help with working capital.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

None.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Disclosure Controls. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Evaluation of Disclosure Controls and Procedures. As of March 31, 2012, the end of the fiscal quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Interim Chief Executive Officer, who is our principal executive and principal financial and accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Interim Chief Executive Officer (principal executive officer and principal financial and accounting officer) concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of March 31, 2012. Our disclosure controls and procedures were not effective because of certain “material weaknesses” described in the “Management’s Annual Report on Internal Control over Financial Reporting” section in Item 9A of our Annual Report on Form 10-Kfor the fiscal year ended December 31, 2011. As of March 31, 2012, we had not completed the remediation of these material weaknesses.

Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

The Company was named in a suit in the Colorado District Court for the 18th District (Arapahoe County) by a former employee alleging that the Company did not meet its obligation to issue shares to the employee. On July 12, 2011 the Court granted a motion to enforce a settlement dated September 16, 2010. In accordance with the terms of a court order, the Company is obligated to make payments totaling approximately $104,700, including 6% interest, to a former employee. An initial payment of $15,455 was made in July 2011 and monthly payments of $3,000, including interest are due through December 2013. At March 31, 2012, liabilities for approximately $34,000 and $28,500 has been included in accounts payable and accrued liabilities and other long term liabilities, respectively, related to this matter.

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

As of March 31, 2012, the Company has an obligation to issue approximately 100,000 shares of its restricted common stock to an investor. The accompanying condensed consolidated balance sheets reflect an accrual of approximately $5,000 for these unissued shares as of March 31, 2012.

The above sales were exempt from registration under Section 4(2) of the Securities Act of 1933. We did not use any underwriter or placement agent in these transactions and did not pay anyone commission or other compensation in connection with these issuances. These issuances were made directly by us to persons with whom our management had direct contact and a pre-existing relationship.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Reserved.

Item 5. Other Information.

Not Applicable.

Item 15. Exhibits and Financial Statement Schedules

2.1 Industrial Site Purchase and Sale Agreement dated February 14, 2011 by and between Vista International Technologies, Inc. and Brown-Lewisville Railroad Family First Limited Partnership Δ

3(i).1 Certificate of Incorporation*

3(i).2 Articles of Amendment to the 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 of the Certificate of Incorporation, filed on October 12, 2005*

3(i).5 Certificate of Amendment to Certificate of Incorporation, as amended on November 8, 2007**

3(ii).1 Amended and Restated By-Laws***

10.1 Strategic Alliance and Supply Agreement, dated December 29, 2009 by and between Vista International Technologies, Inc. and Liberty Tire Recycling, LLC ****

10.2 Consulting Agreement dated August 3, 2009 by and between Vista International Technologies, Inc and Ing. Gianfranco Licursi*****

10.3 Vista International Technologies, Inc. Equity Participation Plan*

10.4 Investment Agreement dated August 3, 2009 between Vista International Technologies, Inc. and Timothy Ruddy ****

10.5 Security Agreement dated August 3, 2009 by and between Vista International Technologies, Inc. and Timothy Ruddy ****

10.6 Promissory Note (Line of Credit) dated August 11, 2009 by and between Vista International Technologies, Inc. and Richard Strain****

10.7 Security Agreement dated August 11, 2009 by and between Vista International Technologies, Inc. and Richard Strain Δ

10.8 Promissory Note dated April 4, 2007 by and between Nathaniel Energy Corporation and Richard Strain Δ

10.9 Security Agreement dated April 4, 2007 by and between Nathaniel Energy Corporation and Richard Strain Δ

10.10 Promissory Note dated April 16, 2007 by and between Nathaniel Energy Corporation and Richard Strain Δ

10.11 Security Agreement dated April 16, 2007 by and between Nathaniel Energy Corporation and Richard Strain Δ

10.12 Promissory Note dated May 31, 2007 by and between Nathaniel Energy Corporation and Richard Strain Δ

10.13 Security Agreement dated May 31, 2007 by and between Nathaniel Energy Corporation and Richard Strain Δ

10.14 Engagement Letter dated April 15, 2010 by and between Vista International Technologies, Inc. and Colebrooke Capital, Inc. +

10.15 Joint Development Agreement dated October 16, 2010 by and between Vista International Technologies, Inc. and Mustang Consulting, LLC ++

10.16 Amendment to Engagement Agreement dated August 30, 2010 by and between Vista International Technologies, Inc. and Colebrooke Capital, Inc. ++

10.17 Consulting Agreement dated October 26, 2010 by and between Vista International Technologies, Inc. and Steven R. Kowalsky and Edward L. Kowalsky. ++

10.18 Consulting and Services Agreement dated June 11, 2009 by and between Vista International Technologies, Inc. and Mustang Consulting, LLC (“Consulting and Services Agreement”) Δ

10.19 Continuation of Consulting and Services Agreement effective January 4, 2010 Δ

10.20 Exclusive Listing Agreement dated July 1, 2010 by and between Vista International Technologies, Inc. and CCBN Texas Limited Partnership d/b/a Colliers International Δ

10.21 Alternative Fuel Purchase Agreement, dated January 2nd, 2012, between Vista International Technologies, Inc, And Geocycle, LLC.++++

10.22 Release of Contract, dated January 18, 2012, between Vista International Technologies, Inc. and Brown-Lewisville Railroad Family First Limited Partnership++++

10.23 Alternative Fuel Purchase Agreement, dated January 1, 2012, between Vista International Technologies, Inc. and Trident Environmental Resource Consulting, LLC++++

10.24 Convertible Note dated December 7, 2011 between Vista International Technologies, Inc. and Asher Enterprises, Inc.++++

10.25 Lease Agreement dated March 1, 2012 between Vista International Technologies, Inc, and Electric Power Equipment Company.++++

10.26 Equipment Financing Agreement, dated February 15, 2012, between Vista International Technologies, Inc (Timothy Ruddy) and REO Holdings.++++

* 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 21, 2007 and incorporated herein by reference.

*** Denotes document filed as an exhibit to our Current Report on Form 8-K for an event dated June 6, 2005.

**** Denotes document filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.

***** Denotes document filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended September 30, 2009 and incorporated herein by reference.

Δ Denotes document filed as an exhibit to our Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2010 and incorporated herein by reference.

+ Denotes document filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended June 30, 2010 and incorporated herein by reference.

++ Denotes document filed as an exhibit to our Quarterly Report on Form 10-Q for the period ended September 30, 2010 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, 2003 and incorporated herein by reference.

++++ Denotes document filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2011 and incorporated herein by reference.

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)+++

21 Subsidiaries****

31. Certification of Interim Chief Executive Officer (principal executive officer and principal financial and 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 2002.

32. Certification of Interim Chief Executive Officer (principal executive officer and principal financial and accounting officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

Date: May 15, 2012	By:	/s/ Timothy D Ruddy
		Timothy D Ruddy
		Interim Chief Executive Officer (principal executive officer and principal financial and accounting officer)

Attached files

Vista International Technologies Inc Reports

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