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 September 30, 2009 compared with the operating results for the period ended September 30, 2008.

Company Overview

Our mission is to provide a lower cost, clean dependable energy alternative to fossil fuels worldwide. We plan to focus on two major business models in the commercialization of our Thermal Gasifier™ technology - building, owning and operating waste-to-energy plants either on our own or with joint venture partners, and licensing our technology to appropriate business partners in key markets. Our tire fuel processing operation generated 100% of revenue from continuing operations, or $503,465and $12,211 during the nine months ended September 30, 2009 and 2008, respectively. We recognized no revenue from our Thermal Gasifier™ business during 2009 or 2008. Our long term goal is to produce the majority of our revenue and cash flow from the commercialization of our Thermal Gasifier™ technology. As a result, the majority of our engineering resources are focused on this business.

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

We are developing our internal resources, business alliances and advancing our business development activities to secure energy infrastructure and waste-to-energy facility opportunities that utilize our Thermal Gasifier™ technology. A number of these opportunities have been discovered and management is endeavoring to secure the rights to these projects or formulate strategic alliances with project development partners. We plan to diversify the technology to several vertical markets that include; the organic fractions from Municipal Solid Waste (MSW) and Municipal Sewer Sludge (MSS), in addition to Animal Waste and Agricultural Waste (or Biomass).

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 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.

Subject to being able to obtain funding, we plan to invest necessary capital to improve operations at our tire fuel processing facility in Hutchins, Texas during 2009 and into 2010. The tire fuel processing facility is currently the only waste tire storage and processing facility licensed by the State of Texas to operate in the Dallas Metro area.

During August 2007, our tire processing equipment accidentally jammed, damaging one major piece of equipment and causing the processing line and the tire processing facility to shut down. At that time, management decided to purchase new tire processing equipment as the cost of new equipment was not significantly more than the cost of repairing the damaged equipment. New equipment had not been ordered as of September 30, 2009 due to the current economic climate and the low demand for tire derived fuel. During 2009, the Company has not been producing any tire derived fuel due to an economic downturn that has caused the major tire derived fuel customers to cut back on their alternative fuel usage. Instead of purchasing new equipment to produce tire derived fuel, the company has been working with the City of Dallas landfill to provide partially shredded tires as a leachate material and for landfill cover. The landfill allows the company to dispose of the partially shredded tires at a zero disposal cost. The only cost associated with this program is the cost of hauling the material, which is within ten miles of the tire processing facility. This arrangement with the landfill allows the company to increase its throughput due to only partially shredding the waste tires, which enables the facility to accept more incoming waste tires thereby increasing the tipping fee revenue significantly.

Our tire processing operation in Texas is subject to regulation by the Texas Commission of Environmental Quality (TCEQ). We are registered with the Texas Commission on Environmental Quality which allows us to receive, store, transport and process waste tires. Our registration expired December 20, 2007. A permit renewal application was submitted after obtaining local Fire Marshall's approval and as of November 13, 2009 was in process for approval allowing for continued operation. The company has through December 31, 2009 to comply with the required assurance to receive the permit renewal for another five (5) year period. 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 permit status is in a "pending" state. And while we continue to operate the facility our storage allotments have been limited.

We continue to maintain our tire processing facility to meet the requirements of the Texas Commission of Environmental Quality's regulations, however, should we be unable to continue to fund our assurance to maintain 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 nine months of 2009 that previous management had allowed to accumulate at the tire processing facility.

We commenced receiving and partially processing waste tires in August 2008, and have seen volumes of waste tires that we accept increase monthly up to approximately 2000 tons per month. Management recognizes that these volumes are subject to seasonal fluctuations, and will seek to maintain established minimum volumes, so as to guarantee steady revenue streams going forward.

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

Revenue

For the three months ended September 30, 2009, revenue was $278,315 compared to $5,574 during the three months ended September 30, 2008, an increase of $272,741 or approximately 4893.1%. Revenue increased during the three months ended September 30, 2009 compared to the comparative three month period in 2008, as we had ceased accepting waste tires at the tire processing facility in Hutchins, Texas during the first 6 months of 2008. During that period, we continued to reduce tire shreds and other tire related material on site which we either sold as landscape material or we paid transporters to have removed and disposed. We re-submitted our permit application to the TCEQ on August 1, 2008 and commenced operations on a limited basis in August 2008.

Cost of revenue

Cost of revenue was $-23,235 for the three months ended September 30, 2009, compared to $90,359 during the three months ended September 30, 2008, an decrease of $-113,594 or -125.7%. The decrease was due to a decrease in operations and related operating expenses at the facility during the three months ended September 30, 2009. The decrease in cost of revenue is primarily due to a decrease in environmental expense of approximately $83,883, decrease in equipment rental of approximately $7, 011,and a decrease in labor related cost of approximately $12,137,an increase of property taxes $6,556 , an increase in equipment repair and maintenance of approximately $1,198, a decrease in business insurance of approximately $14,642, and a decrease in utilities of approximately $3,675.

Sales, general, and administrative expenses

Sales, general, and administrative expenses were $251,482 for the three months ended September 30, 2009, compared to $211,767 for the three months ended September 30, 2008, a decrease of $39,715 or approximately -18.8%. The decrease is due primarily to a reduction of approximately $14,093 in health insurance cost, a decrease in approximately $4,805 in legal expense, a decrease in penalties and fines of approximately $17,850 and a decrease in office rent of $11,767.

Interest expense

Interest expense, net of interest income, was $23,230, during the three months ended September 30, 2009, compared to $12,543 during the three months ended September 30, 2008, a decrease of $10,687 or 46%.

Net loss

For the reasons stated above, net loss for the three months ended September 30, 2009 was $43,164 a decrease of $264,931 or 85.99% compared with the net loss of $308,095 for the three months ended September 30, 2008.

Results of Operations for the Nine Months Ended September 30, 2009 and 2008.

Revenue

For the nine months ended September 30, 2009, revenue from continuing operations was $503,465 compared to $12,211 during the nine months ended September 30, 2008, an increase of $491,254 or approximately 4023.%. This increase was due to the restart of operations at the Hutchins, TX tire processing facility in the fall of 2008. The facility had been shutdown for the first seven months of 2008.

Cost of revenue

Cost of revenue was $154,079 for the nine months ended September 30, 2009, compared to $275,828 during the nine months ended September 30, 2008, a decrease of $121,749 or -44.1%. The decrease was primarily due to reduction environment expense of $172,755, an increase in salary and employee benefit expense including contract labor expense of approximately $24,741, a decrease in utilities expenses of $12,846 and a decrease in business insurance expense of $30,656 offset by an increase in property taxes, repair and maintenance, operating supplies and equipment rental of approximately $44,199 and an increase in depreciation expense of approximately $25,568..

Sales, general, and administrative expenses

Sales, general, and administrative expenses were $655,702 for the nine months ended September 30, 2009, compared to $775,062 for the nine months ended September 30, 2008, a decrease of $119,360 or approximately 15.4%. This decrease was due primarily to the reduction in personnel and employee related benefits of approximately $30,635, a reduction in outside services of approximately $20,000, a decrease in office rent and office expenses of $23,500, a decrease in business insurance of $13,000, a decrease in license and permits of $12,225, and a decrease in professional services of approximately $20,000.

Interest expense

Interest expense, net of interest income, was $48,105 during the nine months ended September 30, 2009, compared to interest expense of $37,918 during the nine months ended September 30, 2008, a increase of $10,167or 26.8%.

Other income

Other income for the nine months ended September 30, 2009 and 2008 was $70,000 and $-0-, respectively.

Net Income (Loss)

For the reasons stated above, net loss for the nine months ended September 30, 2009 was ($284,420), compared with the net loss of ($1,008,930) for the nine months ended September 30, 2008, a decrease of $724,510 or 71.8%.

Liquidity and Capital Resources

As of September 30, 2009, we have a negative working capital of $2,190,567 and a cash balance of $82,498. The company's negative working capital balance is due primarily to the curtailment of its full operation and consequential reduction in cash flows at our tire fuel processing facility in Hutchins, Texas, inclusion of a liability of $158,9371- for cleanup costs at the Hutchins facility, and the current liability classification of our notes payable due to default.

For the nine months ended September 30, 2009, net cash provided by operating activities of $40,958 consists primarily of the net loss of $284,420 and an increase in accounts receivable of $62,561 and other income of $70,000 offset by non cash depreciation expense of $129,265, consulting fees of $36,105 for stock, a decrease in prepaid expenses of $19,844, an increase in accounts payable of $79,190 and an increase in related party payables of $158,383.

For the nine months ended September 30, 2008, net cash used in operating activities of $540,772 consists primarily of the net loss of ($1,008,930) and other non cash income of $66,667 offset by non cash depreciation expense of $103,841 and an increase in the components of working capital primarily due to an increase in accounts payable and accruals of $305,812.

For the nine months ended September 30, 2009 and September 30, 2008, net cash used in investing activities was $-0- and $64,907 respectively.

Net cash used in financing activities was $4,420 for the nine months ended September 30, 2009, is comprised of payments on debt of $55,580 and $60,000 proceeds from issuance of common stock .

Net cash provided by financing activities of $610,354 for the nine months ended September 30, 2008 includes proceeds from common stock issued of $592,441 and proceeds from the issuance of notes and loans of $65,502 and offset by payments on indebtedness of $47,589.

We received funding of $2,050 during first quarter 2009, as a capital contribution from Vista International, Inc ,the majority shareholder at that time in exchange for 20,500 shares of common stock during the first nine months of 2009. The $2,050 was paid to a creditor of the Company directly by Vista International, Inc.We are exploring financing options with investors and lenders that we expect 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 advancing our Thermal Gasifier™ technology. However, we have not reached any terms for financing and we cannot assume that we will be able to secure financing at all, and if we are able to do so, we cannot predict what the terms of financing will be.

We expect that our current revenue levels would be sufficient to sustain our present level of operations for the foreseeable future. However, there are current expenses relating to the settlement of certain past liabilities that may necessitate additional funding. Furthermore, the company believes it will need to secure additional investment capital within the next few months to continue development of the next generation Thermal Gasifier ™ and provide adequate funds to execute the current business plan.

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.