UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 2013

. 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: 000-52982

VISION DYNAMICS CORPORATION

(Formerly Blackbox Semiconductor, Inc.)



Nevada		74-3197968
(State or other jurisdiction		(IRS Employer
of Incorporation)		Identification Number)

	1462 Erie Boulevard
	Schenectady, New York 12305
	(Address of principal executive offices)

	(518) 935-2830
	Registrant’s Telephone Number)

Indicate by check mark whether the registrant (1) 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 .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (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 . No X .

APPLICABLE ONLY TO CORPORATE ISSUERS

There were a total of 198,245,929 common shares outstanding, $0.001 par value, as of May 10, 2013

PART I

FORWARD-LOOKING STATEMENTS

This discussion and analysis in this Quarterly Report on Form 10-Q (the “Report”) should be read in conjunction with the accompanying Financial Statements and related notes and the Risk Factors contained herein and/or in our Annual Report on Form 10-K for the year ended December 3, 2013. This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We do not have any material revenues or source of income as we have been focusing on increasing our inventor network and our intellectual property portfolio by identifying, developing or acquiring technologies that the Company believes are or will be, in demand through the next critical technology transition in industry. These statements are expressed in good faith and based upon what we believe are reasonable assumptions. There can be no assurance that these expectations will be achieved or accomplished. You can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continues" or the negative of these terms or other comparable terminology. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us.

Some specific factors and statements that are forward looking statements and necessarily subject to uncertainties include, without limitation: the success of our business, our need for money and ability to raise capital and to monetize consideration received in the transaction; the virtual inability of smaller issuers like us to raise capital in a small offering; items contemplating or making assumptions about the progress of our research and development activities; our ability to raise the necessary capital in order to sustain our operations; our ability to further identify the right technologies to invest in, and to develop and acquire these technologies, as well as our ability to exploit them or prosecute our rights; new competing technologies that arise from time to time; our ability to continue to grow our existing Inventor Network; the cost to complete the development and prosecution of technologies we develop or acquire; and the presumed size and growth of our targeted markets, all of which constitute forward-looking statements.

These risk factors should be considered in addition to our cautionary comments concerning forward-looking statements in this Report. Additional risks not described above, or unknown to us, may also adversely affect the Company or its results. Readers should reference our “Risk Factors” section below for additional substantial risks relating to our Company and securities.

Although forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements.

Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the “Risk Factors” section below for additional substantial risks, as well as the various disclosures made by us in our reports filed with the SEC from time to time which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows.

Forward Split and Use of Terms

Except as otherwise indicated by the context, references in this report to (i) “Parent” refers to the parent company itself, Vision Dynamics Corporation a Nevada corporation formerly known as BlackBox Semiconductor, Inc., (ii) the “Company,” “we,” “us,” or “our,” refer to the combined business of Parent, together with its operating subsidiaries (ii) “BlackBox” or “BlackBox Delaware” and “Sunpower” refers to our business of our subsidiaries, BlackBox Semiconductor, Inc., a Delaware corporation and Sunpower Technologies, LLC, respectively (iv) “Forward Split” refers to the 20 for 1 forward split of the Parent’s stock effective as of June 10, 2011, (v) “SEC” are to the United States Securities and Exchange Commission, (vi) “Securities Act” are to Securities Act of 1933, as amended, and (vii) “Exchange Act” are to the Securities Exchange Act of 1934, as amended.

All references herein to share amounts and pricing information contained in this Report are as adjusted to give effect to the 2011 Forward Split unless otherwise specified.

TABLE OF CONTENTS



	Page

Forward Looking Statements	2

Use of Terms	2

PART I - FINANCIAL INFORMATION	4

Item 1. - Financial Statements	4

Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2012	4

Consolidated Statements of Operations and Other Comprehensive Income for the Three Months Ended March 31, 2013 [and October 28, 2010 (date of inception) through March 31, 2013] (unaudited)	5

Consolidated Statements of Cash Flows for the Three months Ended March 31, 2013 and October 28, 2010 (date of inception) through March 31, 2013 (unaudited)	6

Notes to Unaudited Consolidated Financial Statements	7

Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3 - Quantitative and Qualitative Disclosures About Market Risk	23

Item 4 - Controls and Procedures	23

PART II - OTHER INFORMATION	24

Item 1 - Legal Proceedings	24

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3 - Defaults Upon Senior Securities	24

Item 4 – Mine Safety Disclosures	24

Item 5 - Other Information	24

Item 6 - Exhibits	24

PART I

Item 1. Financial Statements


VISION DYNAMICS CORP.
(f/k/a Blackbox Semiconductor, Inc.)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS


			March 31,		December 31,
			2013		2012
ASSETS			(Unaudited)
Current Assets
	Cash and cash equivalents	$	47,466	$	106,998
	Deposits and prepaid expenses		1,250		1,250
Total Current Assets			48,716		108,248

Securities available for sale		$	43,400		21,000
Loan to Shrnk Nanotechnologies, Inc			10,000		10,000
Intangible assets, net - See Note 7			-		-
Work in Progress - Website			7,500		-
Work in Progress - Patents			56,625		20,125
	TOTAL ASSETS	$	166,241	$	159,373

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable	$	100,469	$	94,468
	Due to related parties - related party		56,000		56,000
	Other payables		190,000		190,000
	Accrued interest		855		721
	Convertible notes payable, default - related party		3,600		3,600
Total Current Liabilities			350,924		344,789

	TOTAL LIABILITIES		350,924		344,789

Commitments and Contingencies - See Note 11

STOCKHOLDERS' DEFICIT
	Preferred stock, $.001 par value; 25,000,000 shares authorized; 5,000,000 and 5,000,000 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively

			5,000		5,000
	Common stock, $.001 par value; 1,000,000,000 shares authorized; 198,245,929 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively

			198,246		198,246
	Additional paid-in capital		891,536		891,536
	Other Comprehensive Income (Loss)		(686,560)		(753,813)
	Accumulated deficit		(592,905)		(526,385)
Total stockholders' equity			(184,683)		(185,416)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	166,241	$	159,373

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


VISION DYNAMICS CORP.
(f/k/a Blackbox Semiconductor, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS

		For The Three Months Ended March 31				From October 28, 2010
		For The Three Months Ended March 31				(date of inception) through
		2013		2012		March 31, 2013
		(Unaudited)
Revenue	$	-	$	-	$	-

Professional fees		14,787		11,500		138,679
General and administrative		6,759		7,285		155,591
Amortization		-		-		5,672
Total operating profit		(21,546)		(18,785)		(299,942)

Other income (expense):
Gain on debt settlement		-		-		62,500
Loss on conversion of debt into stock		-		-		(92,400)
Loss on asset writedown		(44,853)				(44,853)
Interest expense		(121)		135		(218,210)
Total other income (expense)		(44,974)		135		(292,963)

Loss from continuing operations		(66,520)		(18,650)		(592,905)
Provision for income taxes		-		-		-

Net loss	$	(66,520)	$	(18,650)	$	(592,905)

Net loss per common share-basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)

Weighted average common shares outstanding		198,245,929		154,245,929		130,214,993

Other comprehensive income:
Securities available for sale fair value adjustment		22,400		4,550		26,950
Asset writedown		44,853		(44,853)		-
Comprehensive Income (Loss)	$	733	$	(58,953)	$	(565,955)

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


VISION DYNAMICS CORP.
(f/k/a Blackbox Semiconductor, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS

							From
							October 28, 2010
							(date of inception)
			Three Months Ended March 31,				through
			2013		2012		March 31, 2012
			(Unaudited)
NET CASH FROM OPERATING ACTIVITIES:
	Net loss	$	(66,520)	$	(18,650)	$	(592,905)
	Adjustments to reconcile net loss to net cash provided by operating activities:

	Loss of conversion of debt into stock		-		-		92,400
	Loss on Asset Writedown		44,853		-		44,853
	Gain(loss) on debt settlement		-		-		(62,500)
	Debt discount accretion		-		-		216,917
	Non-cash share based payments		-		-		12,250
	Amortization		-		-		5,672
	Changes in assets and liabilities, net of effects from acquisitions
	Increase in deposits and prepaid expenses		-		-		(1,250)
	Decrease in liabilities		-		-		22,000
	Increase in accounts payable and accrued expenses		6,135		6,135		79,076
	Increase in due from Shrink Nanotechnologies, Inc.		-		-		32,231
Net cash provided (used) by operating activities			(15,532)		(12,515)		(151,256)
NET CASH FROM INVESTING ACTIVITIES:
	Work in Progress - Patents and Website		(44,000)		-		(64,125)
	Cash paid for share exchange		-		-		(12,500)
	Cash purchased at acquisition		-		-		24,252
	Purchase of intangible assets		-		-		(50,524)
Net cash provided (used) by investing activities			(44,000)		-		(102,897)

NET CASH FROM FINANCING ACTIVITIES:
	Cash advances PPM		-		-		300,000
	Proceeds from subsidiary prior to merger		-		-		619
	Proceeds from issuance of common stock		-		-		1,000
Net cash provided by financing activities			-		-		301,619

Net increase in cash and cash equivalents			(59,532)		(12,515)		47,466
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD			106,998		40,392		-
CASH AND CASH EQUIVALENTS - END OF PERIOD		$	47,466	$	27,877	$	47,466
	Interest expense	$	-	$	-	$	-
	Income taxes	$	-	$	-	$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
	Settlement of debt	$	-	$	-	$	84,500
	Stock to be issued for conversion of debt	$	-	$	-	$	72,696
	Stock issued for conversion of debt	$	-	$	-	$	209,397
	Liabilities assumed through share exchange	$	-	$	-	$	483,940
	Non-cash assets assumed through share exchange	$	-	$	-	$	729,960
	Issuance of stock for payment of debt acquired	$	-	$	-	$	20,000

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

Vision Dynamics Corporation

Notes to the Consolidated Financial Statements

For the three months ended March 31, 2012

(Unaudited)

Note 1. Organization

Vision Dynamics Corporation (“the Company,” “we,” or “us”) was incorporated in the state of Nevada on March 2, 1998.

On September 25, 2012, the Company formed SunPower Technologies, LLC (“SunPower”), a Delaware limited liability company, as a wholly-owned subsidiary. SunPower hold certain filed patents and will hold future intellectual properties.

Our BlackBox subsidiary was formed in Delaware on October 28, 2010 by Shrink Nanotechnologies, Inc., an affiliate of ours at the time of our acquisition, for the purposes of acquiring and holding certain licenses, specifically, those related to the University of Chicago. We acquired BlackBox effective as of June 3, 2011, as described in our Current Report on Form 8-K, dated as of such date.

Effective as of December 10, 2012, the Company changed its name in the state of Nevada to Vision Dynamics Corporation to better reflect its broader scope of research and intellectual property aggregation.

Note 2. Change in Strategy

In 2010, the primary asset of BlackBox included an exclusive License Agreement With the University of Chicago (“Chicago License”), entered into as of November 30, 2010. This exclusive agreement granted to BlackBox Delaware the exclusive, worldwide right to use and sublicense Chicago’s patent-pending Materials and Methods for the Preparation of Nanocomposites (US PTO Application No. PCT/US10/32246) and future patent applications filed by the University of Chicago based on certain other patentable technologies described in the Chicago License. The Company allowed the Chicago License to lapse in mid-2012 as we did not believe it was in the best interest of our shareholders to allocate sufficient capital to pursue and maintain it, and, because the Company’s management elected to use its new relationships and knowledge in order to retain professional scientists to assist in inventing and aggregating new technologies directly on behalf of the Company.

In 2012, the Company allowed its Chicago License to expire. Instead, in early 2012, the Company deployed capital resources to study the Intellectual Property landscape relating to the use and application of nanoscale liquid semiconductor and other technologies. Based on this research the Company turned its focus towards the pursuit of expanding its Inventor Network and developing its intellectual property portfolio with an initial focus in the sectors of semiconductors, clean tech- energy efficiency, water purification and biomedicine industries. Pursuant to this strategy, the Company no longer plans to build research facilities and manufacture a product. Instead the Company’s focus is to plan to exploit its knowledge of the IP space relating to technologies in the focus sectors to identify and patent new technologies, applications, systems and chemistries.. Furthermore the Company plans to rapidly scale the size of its patent portfolio in order to facilitate sale, licenses as well as prototype development through partnerships to interested parties in its focus sectors. We have identified methods and partners that will significantly accelerate this process at modest costs.

The Company has begun to follow through on this strategy expanding its Inventor Network and by filing provisional patent applications, with four (4) provisional patent applications filed in 2012, and an additional ten (10) filed in the early part of 2013. The Company continues to expand its expert network of scientists, engineers, industry professionals and intends to continue an aggressive intellectual property development and patent filing strategy as its funds will permit. The company currently has recently expanded its inventor network to four inventors and, funds permitting, intends on expanding further. The Company compensates inventors based on both quantity of patents filed as well as royalties on income derived therefrom so as to encourage development of effective and valuable inventions.

Note 3. Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Because of the recurring operating losses, no revenues and the excess of current liabilities over current assets, there is substantial doubt about the Company’s ability to continue as a going concern.

As a result of the aforementioned conditions the Company may be unable to meet certain obligations to fund future technology and business development activities. The Company’s continuation as a going concern is dependent on obtaining additional outside financing, as it is not anticipated that the Company will have profitable operations from its current operations during the near term. The Company believes that the issuance of equity and debt will be needed to fund operating losses in the short-term until the Company can generate revenues sufficient to fund its operations. If management can’t achieve its plans there is a possibility that operations will discontinue.

Note 4. Significant Accounting Policies

Development Stage Enterprise

The Company is a development stage company as defined by the Financial Accounting Standards Board (the “FASB”). The Company is devoting substantially all of its present efforts to establish a new business, and its planned principal operations have not yet commenced. All losses accumulated since inceptions have been considered as part of the Company’s development stage activities.

Basis of Presentation

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The interim financial information has been prepared on a basis consistent with prior interim periods and years and includes all disclosures that are necessary and required by applicable laws and regulations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions principally relate to the fair value and forfeiture rates of stock based transactions, and long-lived asset depreciation and amortization, and potential impairment.

Income Taxes

We account for income taxes under the provision of Accounting Standards Codification 740, “Income Taxes”, or ASC 740. As of March 31, 2013 and December 31, 2012, there were no unrecognized tax benefits included in the consolidated balance sheets that would, if recognized, affect the effective tax rate. Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at March 31, 2013 and 2012, respectively and have not recognized interest and/or penalties in the consolidated statement of operations for the years ended December 31, 2012 and 2011. We are subject to taxation in the United States and New York.

Cash and Cash Equivalents

Cash equivalents include short-term, highly liquid investments with maturities of three months or less at the time of acquisition.

Concentrations of Credit Risk

A financial instrument which potentially subjects the Company to concentrations of credit risk is cash. The Company places its cash with financial institutions deemed by management to be of high credit quality. The Federal Deposit Insurance Corporation (“FDIC”) provides basic deposit coverage with limits to $250,000 per owner. In addition to the basic insurance deposit coverage, the FDIC is providing temporary unlimited coverage for noninterest-bearing transaction accounts from December 31, 2011 to December 31, 2012. At March 31, 2013, there were no uninsured deposits.

Securities Available for Sale and Other Comprehensive Income

Our accounting policy is to book all restricted and publicly tradable securities under Securities Available for Sale and, as such, are carried at fair value based on quoted market prices. The Company owns restricted common stock representing approximately a 5.8% interest in Shrink Nanotechnologies, Inc., a publicly traded company. These shares are valued at their quoted market price. Unrealized holding gains and losses for securities available for sale are excluded from earnings and reported as a separate component of stockholder’s equity as other comprehensive income, until the securities are disposed of. Upon disposal, the changes accumulated in other comprehensive income are to be recognized in income. Under this method, the Company’s share of the earnings or losses of the investments are not included in the Consolidated Balance Sheet or Statement of Operations.

The balance of $43,400 in securities available for sale on the Balance Sheet reflects a $22,400 mark to market increase adjustment in relation to the December 31, 2012 balance of $21,000.

On November 30, 2010, the Company entered into an exclusive agreement with the University of Chicago wherein the Company licensed the exclusive, worldwide right to use and sublicense Chicago’s patent-pending Materials and Methods for the Preparation of Nanocomposites and future patent applications filed by the University of Chicago based on certain other patentable technologies. This intangible asset had a book value of $ 44,853 as of December 31, 2011. The Company did not have adequate capital to meet continuing requirements of the University Chicago License and hence we have been given notice that our license had been terminated. As a result, the Company wrote down the full book value of this intangible asset. The loss on the write down of this intangible asset book value was included in Other Comprehensive Income as of December 31, 2012. Since the Company does not expect this license to ever be granted to the Company again, on January 1, 2013, the Company recognized the loss of the $44,853 and reclassified this amount from Other Comprehensive Income to Loss on Asset Writedown.

Fair Value Measurements

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. US GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

Basic Net Loss per Share of Common Stock

Basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period. Common stock equivalents resulting from the issuance of stock warrants and convertible notes have been considered, but have not been included in the per share calculations because such inclusion would be anti-dilutive due to the Company’s net loss. Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations.

Accounts Payable

Accounts payable consisted of the following at:


		March 31,		December 31,
		2013		2012
		(Unaudited)
Accounts payable	$	100,469	$	94,468
Total	$	100,469	$	94,468

Concentration of Risk

Note 5. Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to March 31, 2013 through the date these financial statements were issued.

Note 6. Reverse Acquisition, Principles of Consolidation – Related Party

On June 3, 2011, the Company entered into and completed a reverse acquisition following a share exchange agreement (the “Share Exchange”) in which the Company, then known as Blackbox Semiconductor, a Nevada corporation (the accounting acquire for such transaction, “Vision Parent”) acquired 100% ownership of BlackBox Semiconductor Inc., a Delaware corporation (the accounting acquirer, “BlackBox Subsidiary”) and 14,000,000 shares of the of restricted common stock of Shrink Nanotechnologies, Inc. at a fair value of $729,960, which included a Discount Factor of 35% taken from the quoted market price at the effective date. In exchange, the Company issued to Shrink Nanotechnologies, Inc. 27,030,000 shares of common stock representing approximately 19.9% ownership in the Company and $75,000 which was originally to be paid by December 31, 2011.

In October of 2011, the Company agreed to settle the payable of $75,000 due in December 2011 to Shrink Nanotechnologies, Inc. as related to the Share Exchange for immediate payment of $12,500. This amount was paid on October 25, 2011, and there are no other amounts are due as related to this agreement and the Company recorded a gain of $62,500 related to debt settlement.

The Share Exchange was an interested party transaction as both the Company and Shrink Nanotechnologies, Inc. were indirectly controlled by an affiliate at that time, Noctua Fund Manager, LLC, and its management, which principals controlled the Company and Shrink Nanotechnologies, Inc. Luis Leung, our current CEO and Director, is also a director for Shrink Nanotechnologies, Inc. Given the percentage of ownership of Shrink Nanotechnologies, Inc. and our operating plan to liquidate the shares to raise additional funds, the investment should be accounted for as Available for sale.

The Company did not record a gain or loss related to the Share Exchange. This transaction was accounted for as a reverse acquisition. As a result, all financial information prior to June 3, 2011 is that of BlackBox Subsidiary. Following the merger, a reverse merger adjustment was made to reflect Vision Parent’s capital structure. All of the assets and liabilities acquired in the reverse acquisition were recorded at cost.

The consolidated balance sheets include the accounts of BlackBox Subsidiary and its wholly owned subsidiary, Vision Parent thereby reflecting the transactions related to the June 3, 2011 effective date of the Share Exchange. The consolidated statements of operations include the operations (which consisted mostly of research and development) of the predecessor entity, BlackBox Subsidiary from inception on October 28, 2010 and the Company from June 3, 2011, the effective date of the acquisition of the Vision Parent business. All significant intercompany accounts and transactions have been eliminated in consolidation.

The following is a condensed balance sheet disclosing the fair values of the Vision Dynamics Corporation Business assets and liabilities acquired.


Total assets	$	166,241
Total liabilities	$	350,924
Total stockholders’ equity		(184,683)
Total liabilities and stockholders’ deficit	$	166,241


		For the three months ended		For the three months ended
		March 31, 2013		March 31, 2012
		(Unaudited)		(Unaudited)
Net Loss	$	(66,520)	$	(18,650)
Earnings per share	$	(0.00)	$	(0.00)

Note 7. Intangible Asset Writedown

The Company entered into an exclusive agreement with the University of Chicago on November 30, 2010 wherein the Company licensed the exclusive, worldwide right to use and sublicense Chicago’s patent-pending Materials and Methods for the Preparation of Nanocomposites and future patent applications filed by the University of Chicago based on certain other patentable technologies described in the Chicago License. This intangible asset had a book value of $ 44,853 as of December 31, 2011. The Company does not have adequate capital to meet continuing requirements of the University Chicago License and hence we have been given notice that our license has been terminated. However based on our study of the intellectual property landscape we believe that the company would be better served applying its resources to the development of new intellectual property in the general area of liquid semiconductor technology. As a result, the Company wrote down the full book value of this intangible asset. The loss on the write down of this intangible asset book value was included in Other Comprehensive Income as of December 31, 2012. Since the Company does not expect this license to ever be granted to the Company again, on January 1, 2013, the Company recognized the loss of the $44,853 and reclassified this amount from Other Comprehensive Income to Loss on Asset Writedown.

Note 8. Due to Related Party

Vision Parent previously subleased space from Business Consulting Group Unlimited, Inc. (“BCGU”), an entity co-owned by our former affiliates, pursuant to which the Company leased approximately 3,000 square feet of office and administrative space, as well as use of, among other things, internet, postage, copy machines, electricity, furniture, fixtures etc. at a rate of $2,000 per month. The lease term with BCGU expired October 1, 2009, and continued based on a month to month term thereafter. This agreement was terminated on January 31, 2011. On April 4, 2012, this note was sold to an unrelated third party.

On August 22, 2012, the Company converted $22,000 of accounts payable into 44,000,000 shares of common stock to the CEO of the Company, Luis J. Leung.

Note 9. Other Payables – Related Party

In anticipation of the closing of the Share Exchange, Vision Parent began capital raising efforts to meet the $75,000 cash obligation due at closing and other capital funding needs. At the date of the Share Exchange, Vision Parent had raised $40,000 as a loan, $20,000 in a sale of stock do Dan Landry which were recorded as founder shares, and following the Share Exchange the Company raised an additional $150,000 in exchange for a bridge promissory note and/or future share issuances of which the terms have not been finalized.

Note 10. Convertible Notes, Warrants, Commitments – Related Party Transactions

We recognize the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert his debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to the Company. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of debentures. This feature is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method.

A. Convertible Note Payable– Related Party Transactions – Partial Conversion

On April 1, 2010 BlackBox Parent issued a 5% convertible note with a principal amount of $36,168 to Noctua Fund Manager, LLC. The note matured on October 1, 2010. The note was issued in exchange for cash advances totaling $36,168. The note held a conversion option, whereby the principal and interest on the note was convertible into shares of our common stock at the conversion price of $.027 (the market price of our stock at the issuance of the note) per share if both: (i) the Company’s authorized common stock has been increased to not less than 1,000,000,000 shares and (ii) the Principal Amount and all interest and penalties accrued have not been paid in full. On January 31, 2011, the Company and Noctua Fund Manager, LLC agreed to amend certain terms found in its 5% Convertible Note agreement. All the previous terms remained unchanged with the exception of the following: the Note became convertible into common stock at a conversion rate of $.00045, the conversion provisions with respect to our authorized share amount and payments were eliminated, the Note’s default provision was cured, the principal amount of the Note was increased to $45,881 to reflect previous accrued interest and in exchange for $7,000 in cash advances owed to Noctua Fund Manager, LLC, and a new maturity date of June 30, 2011.

Vision Parent evaluated these modifications to the Note and they have been considered significant in particular the terms of an embedded conversion option. The change in fair value of the embedded conversion option is over the 10 percent of the carrying amount of the original debt instrument immediately before the modification. As result on January 31, 2011, prior to the merger, the Company applied debt extinguishment accounting to record a loss on extinguishment of debt of $45,881. This was recorded as an increase in additional paid in capital and expensed at the time of the note modification.

On March 21, 2011, Vision Parent issued 80,000,000 shares of common stock to Noctua Fund Manager, LLC, as conversion of $36,000 of principal balance and accrued interest of this convertible note. On August 30, 2011 the Company received conversion demands for the $6,602 principal balance and accrued interest of $226, the total common share equivalent is 15,173,156. As of September 30, 2012, the remaining balance was $3,179.

The foregoing notes and shares have been sold and transferred to a third party as discussed below and are no longer controlled by said persons.

B. Convertible Note Payable, Warrants – Related Party Transactions – Converted

Vision Parent obtained certain administrative, bookkeeping and management services from Noctua Fund Manager, LLC for a fee of $10,000 per month. On January 31, 2011, Vision Parent terminated this operating agreement with Noctua Fund Manager, LLC. On March 15, 2011, the Company issued a $274,000 principal balance convertible note to Noctua Fund Manager, LLC, in exchange for all outstanding debt related to these fees totaling $274,000. The note accrues interest at 2% and matures on March 15, 2012. The note can convert into common stock at a conversion rate of $0.017 per share. Noctua Fund Manager, LLC also received 3,000,000 detachable, callable common stock purchase warrants, exercisable at $.075 a share, these warrants have a maturity date of March 14, 2014. The warrants are exercisable in cash at any time, and, shall be exercisable via cashless exercise commencing nine months after the issuance date.

The warrants are valued at $274,000 and were recorded as discount on the issuance. The discount is being accreted over the 12 month life of the note. The warrants were valued using a Black-Scholes valuation model. The variables used in this option-pricing model included: (1) discount rates of 1.08% (2) expected warrant life was 3 years, (3) expected volatility of 300% and (4) zero expected dividends.

On June 15, 2011, the Company issued 12,227,560 shares of common stock as conversion of $209,397 of principal balance and accrued interest of this convertible note. As a result of the early conversion request and subsequent decrease in the principal balance of the note, the discount accretion was accelerated and the Company recognized an expense of $147,654 at the date of share issuance. On August 30, 2011, the Company received conversion demands for the balance due and accrued interest of $375, the total common share equivalent is 3,849,453, at that time the Company recorded the remaining discount accretion of $41,270.

The following summarizes stock purchase warrants at March 31, 2013:


			Weighted Average
	Amount		Exercise Price
Outstanding December 31, 2009	-	$	-
Expired/Retired	-		-
Exercised	-		-
Issued	-		-
Outstanding December 31, 2010	-	$	-
Expired/Retired	-		-
Exercised	-		-
Issued	3,000,000		0.075
Outstanding December 31, 2011	3,000,000	$	0.075
Expired/Retired	-		-
Exercised	-		-
Issued	-		-
Outstanding December 31, 2012 and March 31, 2013	3,000,000	$	0.075

As of March 31, 2013, the Company had a note payable with a remaining principal balance due of $3,600, this note is currently in default due to non-payment is classified as current liabilities on the balance sheet.

Note 11. Commitments and Contingencies

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of May 10, 2013, there were no pending or threatened lawsuits.

Other

On January 5, 2011, Vision Parent entered into a sublease agreement with a third party. And pursuant to the Share Exchange the Company acquired this lease agreement and leases approximately 64 square foot executive office space at a rate of $183.26 per month, which includes additional variable charges for telephone and internet usage. The lease term ended on January 5, 2012 and shall create a month-to-month tenancy thereafter. The Company’s rent expense for the three months ended March 31, 2013 and 2012 was $601 and $601, respectively.

On June 14, 2012, the Company entered into an Intellectual Property Development Agreement with MDB Capital Group, LLC (“MDB”), an investment banking and intellectual property consulting company, whereas MDB will provide intellectual property development research for the Company.

On October 15, 2012, the Company and Norman Meier entered into a consulting agreement for services through December 15, 2012 (see Note 14).

On January 5, 2011, BlackBox Parent entered into a sublease agreement with a third party. And pursuant to the Share Exchange the Company acquired this lease agreement and leases approximately 64 square foot executive office space at a rate of $183.26 per month, which includes additional variable charges for telephone and internet usage. The lease term ended on January 5, 2012 and is on a month to month tenancy thereafter.

Note 12. Common Stock

All share amounts have been restated to reflect a 1 for 270 reverse stock split affected on January 15, 2011 and, the subsequent 20 for 1 Forward Split, effected on June 13, 2011.

Pursuant to the reverse merger the Company issued 27,030,000 shares of common stock to Shrink Nanotechnologies, Inc. Reverse merger accounting requires these shares to be shown retroactively as though a stock split had occurred. Therefore this issuance adjusted the initial issuance to the founders at inception.

Pursuant to this same reverse acquisition, the statement of stockholders equity is then adjusted to reflect the shareholders of the public entity (89,415,760 common shares) while establishing the equity of the parent Company. The retained deficit of the parent Company is removed and reorganized to reflect only the history of the subsidiary.

In June 2011, the Company issued 12,227,560 shares of common stock to Income Opportunity Capital, LLC, as an automatic conversion of $209,397 of principal balance and accrued interest of a convertible note.

In June 2011, the Company issued 6,750,000 shares of common stock to Dan Landry, in exchange for $20,000 of cash paid to the Company prior to the Share Exchange and as founder shares in the new operations of BlackBox Semiconductor, Inc., a Delaware corporation.

In June 2011, the Company issued 250,000 shares of common stock valued at $12,250 to Ford Sinclair, our president and a member of our board of directors, as payment for services rendered.

In August 2011, the Company received conversion notices related to convertible debt with principal balances totaling $72,148 and accrued interest of $601. The common share equivalent for the conversion demands is equal to 19,022,609 common shares. The shares were issued in October 2011.

On August 22, 2012, the Company converted $22,000 of accounts payable to Luis J. Leung, the CEO of the Company, into 44,000,000 shares of common stock. The shares issued, based on the previous day’s closing price, were valued at $114,400. A loss on conversion of $92,400 was recorded accordingly (see Note 8).

At December 31, 2012 and March 31, 2013, 198,245,929 shares of common stock were issued and outstanding, not including 370,000 shares issuable pursuant to subscription agreements executed and accepted in the end of 2012 for an aggregate of 198,615,929 shares. As of May 10, 2013, the 370,000 shares have not yet been issued although the Company received consideration for such shares was received by the company in December of 2012.

Note 13. Preferred Stock

Pursuant to the reverse acquisition, the statement of stockholders equity is adjusted to reflect the preferred shareholders of the public entity (5,000,000 preferred shares) while establishing the equity of the parent Company. The retained deficit of the parent Company is removed and reorganized to reflect only the history of the subsidiary.

At December 31, 2012, the Company was authorized to issue 25,000,000 shares of Preferred Stock, par value $.001, of which 5,000,000 shares have been issued and are currently outstanding.

The Series A Preferred shares are non-convertible and maintain a 250 for one voting preference such that a holder of the Series A Preferred shall be entitled to vote 250 shares for every one share of Series A Preferred held by such shareholder.

Note 14. Work in Progress

As of March 31, 2013, the Company had $56,625 in work in progress related to the development of multiple patents. The Company expects to continue investing in the development of new patents as part of its change in strategy.

On January 10, 2013, the company hired a consulting company to develop its website. As of March 31, 2013, the Company had $7,500 in work in progress related to the development of such website.

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

This discussion and analysis in this Quarterly Report on Form 10-Q (the “Report” or “Quarterly Report”) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Report should be read in conjunction with the accompanying Financial Statements and related notes and the Risk Factors contained herein as well as business section herein and in our Annual Report. You can reference additional specific risks relating to the Company and disclosure set forth in this report as provided in the “Forward Looking Statements” section in the forepart to this Report and in the “Risk Factors” section in our Annual Report on Form 10-K as supplemented in this Report.

OVERVIEW AND PLAN OF OPERATION

On June 3, 2011, we completed the closing of its acquisition of BlackBox Semiconductor, Inc., a Delaware corporation (“BlackBox” or sometimes “BlackBox Subsidiary” or “BlackBox Delaware”) from Shrink Nanotechnologies, Inc. (“Shrink” or the “Seller”), pursuant to a Share Exchange Agreement (the “Share Exchange”) with Shrink (the “BlackBox Acquisition”). As a result of the BlackBox Acquisition, we succeeded to the Business of BlackBox on June 3, 2011. Shrink was an entity affiliated with the Company prior to the BlackBox Acquisition. While we have allowed the Chicago License, described below and above to lapse, we have focused our efforts on developing, on our own and through our inventor network of scientific advisors, engineers, consultants and experts, various technologies and to file provisional patent applications based on these inventions.

Terms of the BlackBox Share Exchange

As consideration for the acquisition of BlackBox, we (i) originally agreed to pay $75,000 in cash (which was subsequently negotiated down to $12,500 and paid), and (ii) issued an aggregate of 27,030,000 shares of our common stock, par value $0.001 per share to Shrink (the “Exchange Shares”), or, approximately 19% of our outstanding stock as of the date immediately after the closing. In exchange therefore, we received BlackBox and 14,000,000 shares of common stock of Shrink (the “Shrink Consideration Shares”).

Related Parties

At the time of the Shrink Acquisition, Shrink and the Company were both controlled by Noctua Fund Manager, LLC and the Noctua Fund, LP (NFM). Accordingly, as a result of the inherent conflicts of interest, the BlackBox Acquisition was approved by independent and disinterested directors of Shrink and of the Company. Subsequently, by April of 2012, equity interests held by NFM and Noctua Fund were subsequently ultimately sold and transferred to Rum Punch Partners, Ltd., a Texas limited liability company which is managed by Mango Bay Management, LLC (MB Partners), which is in turn indirectly controlled by an investor group managed by Manuel Suquilanda, its manager. The 2010 Secured Note was sold and assigned to a separate purchaser, Alpha Finanze Fund.

The Company intends to wind down or liquidate its current operations any remaining assets or operations as an online retailer of aftermarket Triumph motorcycle parts and accessories. The Company does not have any material liabilities from this business segment.

Accounting Treatment

As a result of our BlackBox Acquisition, we have succeeded to the business and technology development operations of BlackBox Delaware, which, until termination of the license with the University of Chicago, constituted our primary asset and operations. Accordingly, the Parent holding company, currently called Vision Dynamics Corporation, is deemed the financial acquirer for accounting related purposes, and in this Management Discussion and Analysis of Financial Condition and Results of Operations, are those of Vision Dynamics Corporation unless the context requires otherwise. At this time, we were in the process of disposing of our Sportbike-customs.com related business. Currently, however, we believe that Blackbox is no longer a significant asset.

Description of Business

We are an aggregator of intellectual property and technologies with a primary focus in industries where new opportunities exist for innovation and patent protection that are critical for the next technology transition. Initially, we have focused our efforts in the following sectors: water purification, cleantech energy efficiency, semiconductors and bio medicine. We obtain our technologies and intellectual property by either developing them ourselves through our proprietary Inventor Network, or by licensing or acquiring them from third parties. In addition, funds permitting, we hope to assist others in developing their technologies for a fee, and to prosecute our as well as third parties’ technologies. In 2012 we had only 3 patents, but, by utilizing our Investor Network, we have expanded to over 13 patent or provisional patent applications on file in the US in early 2013. Our goal is to continue to expand this portfolio.

We intend to commercialize our technologies by sub-licensing them, reselling them, or prosecuting our rights or rights and protecting them from unauthorized use by third parties. We also may use our knowledge and resources to act as consultant or advisor to third parties in developing their technologies in exchange for a fee or royalties, or in connection with assisting in prosecution or protection of their technologies for a fee. We do not intend to be a manufacturer at this time.

Funds and resources permitted, we hope to expand our scope our technology focus area greatly as our Inventor Network continues to grow, and as we may develop or acquire intellectual property as a residual effect of our current research in these core sectors.

While we do not generate revenues yet, in 2012, we began making our own patent filings and, we have expanded our initial network of inventors to continue to identify and develop new technologies.

We have also, in January of 2013, entered into an intellectual property engagement agreement with a consultant for intellectual property and development and disclosure preparation for up to an additional 100 patents through mid-2013.

We now have over ___ consultants that are part of our Inventor Network, with 13 patent applications or provisional applications on file and over 30 more that are being developed.

Initially, we have been focusing on, and have tasked our Inventor Network to research and develop in, the following core areas that we believe will be the subject of much growth, interest over the coming years and where critical technologies are reaching a trasition point and require further innovation. These include:

Cleantech- & Energy efficiency,

Semiconductors, which primarily involves use of the sun for energy or other technologies,

Water, which includes, among other things, production of potable water, hydraulic fracturing, and coal mining applications, and

Biomedicine.

Additional information about our technologies are contained in our Annual Report.

Revenue Model

We expect to derive the majority of our revenue from sale, license fees, recurring royalties, material supplies associated with our technologies and advisory fees. We intend to continue our development efforts to further strengthen and expand our patent portfolio across our technology platform. We intend to derive revenues from licensing or selling our technologies, and from enforcing our rights against infringements by unauthorized third party users. In addition, directly and through our subsidiaries, we intend to assist other patent owners with the prosecution and development of their patent portfolios, the protection of their patented inventions from unauthorized use, the generation of licensing revenue from users of their patented technologies, and, if necessary, with the enforcement against unauthorized users of their patented technologies. All of these revenue models require varying degrees of capital. We do not have any capital commitments at this time and no assurance can be made that we will raise sufficient capital in the near future to fund our business plans.

Additional detailed information relating to our business is set forth under the section titled “Item 1. Business” above and in the risk factors to our annual report.

Liquidity and Debt Restructurings in 2011

Settlement of Outstanding Debt Owed to Noctua Fund Manager; Issuance of Unsecured Note

As of March 15, 2011, the Company entered into a Letter Agreement with Noctua Fund Manager, LLC, (“NFM”) a creditor and affiliate of a principal shareholder of the Company and of Shrink at the time of the transaction, (the “NFM Letter Agreement”), pursuant to which the Company issued to NFM an unsecured convertible note in the principal amount of $274,000 and accruing interest at 2% per year, in order to settle and accrue $274,000 (the “Unsecured Note”). The Unsecured Note reflected amounts owed to NFM for past due account payables owed to NFM in connection with operational expenses, including working capital, and administrative services rendered. The remaining unconverted amount of the $274,000 2% note was, on April 5, 2012, acquired by an entity indirectly controlled by Mr. Mr. Panther, and, subsequently sold for value to Alpha Finanz, Ltd. Upon issuance, the Unsecured Note were due March 14, 2012, accrues interest at 2% per year with a default rate of 3%, and principal and interest on the Unsecured Note is convertible at a fixed price of $0.017125 per share into 16,000,000 shares as of the effective date. The Unsecured Note automatically converts by its terms in the event and to the extent that the note is assigned to anyone absent consent of the Company. In October 2011, the Company issued 16,000,000 common shares upon conversion of the Unsecured Note (which, at that time was owned by NFM) and also issued 77,013 shares in exchange for $1,319 of interest thereon. The remaining balance of $3,780 of the Unsecured Note, the 2010 Secured Note (see below) were acquired by an entity indirectly controlled by a former affiliate of the Company, and subsequently sold to our current debt holder Alpha Finanz, Ltd. (the “AF Fund”) in April of 2012.

There no amounts due under this agreement since March of 2013.

Modification of Existing 2010 Secured Note

Effective as of January 31, 2011, the Company entered into a Loan Modification Letter (the “Loan Modification”) with NFM. Pursuant to the Loan Modification, the Company amended and replaced the previously existing 5% Secured Convertible Promissory Note Series 04012010-A1 (the “Original Secured Note”) issued to NFM on April 1, 2010, in the principal amount of $38,168.38, with a new note, in the principal amount of $45,881.00 (which reflected additional loan amounts) due on March 31, 2011 (as amended. This amended secured note. (the “2010 Secured Note”) which subsequently acquired by the AF Fund. The 2010 Secured Note had a fixed conversion price of $0.00045 per share for all outstanding principal and interest, which price only adjusts for corporate events such as stock splits, combinations or similar events.

As of the issuance date, the Secured NFM Note was convertible into 101,957,760 shares of the Company’s Common Stock. On March 22, 2011, and as part of an agreement to reduce the Company’s debt, NFM converted $36,000 of principal and interest under the Secured NFM Note, into 80,000,000 shares of the Company’s restricted common stock, and in October, the Company issued 15,173,156 common shares for payment of principal balance totaling $6,602 and accrued interest of approximately $226, leaving approximately $3,780 of principal and interest outstanding as of March 31, 2013 which are convertible into 8,400,000 shares.

Certificate of Designation – Series A Preferred Stock

As previously disclosed, the Company issued 5,000,000 shares of preferred stock for consideration on July 6, 2007. The Series A Preferred Stock does not have specific liquidation or mandatory dividend rights, but does grant the holder thereof voting rights, to vote together with common stock holders as a single class, on a 250 for one basis with the common stock (i.e. each share of Series A Preferred Stock gets 250 votes for each share of common stock outstanding and voting in such action), granting the Series A Preferred Stock holder effective control of the Company. In addition, the Series A Preferred Stock contains protective provisions that require affirmative consent of all of the Series A Preferred Stock holders for any action to:

Amend, alter or repeal any provision of the Articles of Incorporation or bylaws in a manner that adversely affects the powers of the Series A Preferred Stock,

Declare or pay any dividend or make any distributions to stockholders or to acquire for value, any common stock or other equity securities of the Company,

Create or authorize or obligate itself to issue shares of any class of capital stock unless it ranks junior to the Series A Preferred Stock with respect to dividends, distribution of assets on liquidation, or accrual of payment of dividends and redemption rights etc.,

Reclassify, alter or amend any existing security of the Company that is pari pasu with the Series A Preferred Stock in respect of distributions and liquidations that would make such other class senior to the Series A Preferred Stock, or reclassify any junior securities to become on parity with the series A Preferred Stock,

The making of dividends or redemptions of securities of the Company,

Create or authorize or issue debt security (or permit a subsidiary to take such action) which would result in aggregate indebtedness of the Company after such debt issuance to exceed $500,000 other than equipment leases or bank warehouse lines of credit without approval of the Board of Directors (but the Company can issue up to $3,000,000 of non-equity linked non-convertible debt),

Create or hold capital stock in any subsidiary that is not wholly owned by the Company or dispose of any capital stock of a subsidiary,

Initiate any action to abrogate or diminish the rights of the Series A Preferred Stock.

Consulting Agreement With David Duncan

Effective as of February 15, 2011, the Company entered into a Consulting Agreement with David Duncan (the “Duncan Consulting Agreement”). The Duncan Consulting Agreement retained Mr. David Duncan as a consultant through May 19, 2011, with compensation of $6,000 for the first month ended March 17, 2011, and $13,000 for each month ended April 17 and May 18, 2011, respectively. Between May 2011 and his resignation on November 19, 2011, Mr. Duncan was compensated in accordance with a modification to his compensation agreement and paid $60,000 and is due $45,720 which remains in dispute.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses and related disclosures. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The significant accounting policies that are believed to be the most critical to fully understanding and evaluating the reported financial results include recoverability of intangible assets, the recovery of deferred income tax assets and share-based compensation.

Our intangible assets consist principally of intellectual properties such as licensing rights and patents. We are currently amortizing certain intangible assets using the straight line method based on an estimated legal life, of eight years. We (our BlackBox subsidiary prior to the BlackBox Acquisition) began amortization of the electric glue related intangibles in December 2010 since the license agreement finalized and patent filings were first being filed. The Company will re-evaluate its amortization practice once products related to these patents are put into full production. When our products are placed in full production we can better evaluate market demand for our technology.

We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or indicate that impairment exists. Once our intellectual property is placed into productive service, we expect to utilize a net present value of future cash flows analysis to calculate carrying value after an impairment determination.

The Company strives to save liquid capital by paying for services or satisfying liabilities, whenever able, by issuance of stock and stock options to consultants and services providers. We also may grant stock options, restricted stock units and restricted stock to directors and consultants.

We measure compensation cost for all stock-based awards at fair value on date of grant and recognize compensation over the requisite service period for awards expected to vest. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of our common stock on the date of grant. The determination of grant-date fair value for stock option awards is estimated using a Black-Scholes model, which includes variables such as the expected volatility of our share price, the anticipated exercise behavior of our employees, interest rates, and dividend yields. These variables are projected based on our historical data, experience, and other factors. Changes in any of these variables could result in material adjustments to the expense recognized for share-based payments.

Such value is recognized as an expense over the requisite service period, net of estimated forfeitures, using the straight-line attribution method. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

As part of the process of preparing our financial statements, we must estimate our actual current tax liabilities together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the balance sheet. We must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, a valuation allowance must be established. To the extent we establish a valuation allowance or increase or decrease this allowance in a period, the impact will be included in the tax provision in the statement of operations.

Results of Operations for the Three Months Ended March 31, 2013 and March 31, 2012 and the year ended December 31, 2012.

Revenue

The Company, including its subsidiaries, has not had any revenues in 2012 or 2011, or the three months ended March 31, 2013, as it is a development stage company.

Operating Expenses

Vision Dynamics Corporation had total operating expenses of $21,546 for the three months ended March 12, 2013, as compared to $18,785 for the three months ended March 31, 2012 and $81,998 for the year ended December 31, 2012. The increase in total operating expenses is attributed to a general increase of professional fees and administrative costs. We expect operating expenses to increase as we expand our operations and invest into research and development activities.

General and Administrative Expenses. Our general and administration expenses was $6,759 for the three months ended March 31, 2013, as compared to $7,285 for the same period in 2012 and $29,656 for the year ended December 31, 2012. This decrease was mainly due to a decrease in website hosting expenses.

Professional Fees. Professional fees are generally related to public company reporting and governance expenses as well as costs related to our acquisition and consulting arrangements with our Inventor Network and scientists. Our costs for professional fees increased to $14,787 during the three months ended March 2013, as compared to $ 11,500 for the same period in 2012. The change was due to increase in our Inventor Network, patent filing costs and accounting fees. We expect a material increase in our professional and research and development costs as we increase our inventor network, acquire new technologies from time to time, and file patent or provisional patent applications.

Amortization. Our amortization expenses decreased to $ nil for the year ended December 31, 2012 and three months ended March 31, 2013.

Interest Expense. Interest expense for the three months ended March 31, 2013 was $121, as compared to $135 for the three monts ended March 31, 2012. The decrease in interest expense is due to $14 interest earned from balances kept in the Company’s money market account.

Loss on Asset Writedown. On January 1, 2013, the Company reclassified the loss on asset writedown that was originally in Other Comprehensive Income

On January 1, 2013, the Company reclassified $44,853 from Other Comprehensive Income to Loss on Asset Writedown. This corresponds to a write down of the book value of the Chicago License that was included in Other Comprehensive Income as of December 31, 2012 (see Note 7)

We expect operating expenses to continue as we invest further in business development activities and invest into our patent research and development. We do not have capital commitments yet to cover any of our operating expenses and to date. To date, our capital needs for Vision Dynamics Corporation have been funded by our principals, and private investors.

We have limited cash on hand, and to the extent we are able to negotiate with parties with whom we enter into business agreements with to accept stock in lieu of cash, these issuances could dilute the ownership of our shareholders.

Net Loss

For the year three months ended March 31, 2013, we had a Net loss of $66,520 as compared to $18,650 for the same three month period in 2012. For the Year ended December 31, 2012, we had a net loss of $174,934. Management attributes the increase in net loss to increase in professional fees and due to the asset write down of the Chicago License (see note 7).

We anticipate continued losses relating to investment into our development activities relating to Vision Dynamics Corporation, and to our capital raising activities. We intend to fund our inventor network, patent creation and technology development activities, through potential government grants, partnerships and arrangements with universities and equity and debt financings.

Liquidity and Capital Resources

Our cash on hand at March 31, 2013 was $47,466 as compared to $27,877 as of March 31, 2012. The 47,466 in cash is primarily attributable to financing commitments made during the year ended December 31, 2012.

Given our current commitments and working capital, we cannot support our operations for the next 12 months without additional capital (See “Need for Additional Capital” below).

The following table provides detailed information about our net cash flow for all financial statement periods presented in this Report.


Cash Flow (All amounts in U.S. dollars)		The Three Months Ended March 31, 2013		The Three Months Ended March 31, 2012
		(Unaudited)
Net cash provided (used) in operating activities	$	(15,532)	$	(12,515)
Net cash provided (used ) by investing activities		(44,000)		-
Net cash provided by financing activities		-		-

Net Increase in Cash and Cash Equivalents		(59,532)		(12,515)
Cash and Cash Equivalent at Beginning of the Year		106,998		40,392
Cash and Cash Equivalent at End of the Year	$	47,466	$	27,877

Operating Activities

Net cash used in operating activities was $15,532 for the three months ended March 31, 2013 and $12,515 for the same period in 2012. The increase in net cash used in operating activities was mainly due to increase of legal and accounting costs. We expect our operating activities to increase as we increase the level of our inventor network spending and spending on patent applications and provisional patent applications.

Investing Activities

Net cash used in investing activities was $44,000 for the three months ended March 31, 2013 and nil for the same period in 2012. The change in net cash used in investing activities was mainly due to the dramatic increase in work in progress for the patents and expansion of our Inventor Network.

Financing Activities

Net cash from financing activities was $nil for the three months ended March 31, 2013 and for the same period in 2012. Management will look toward raising further capital through financing activities during the fiscal year 2013.

In October of 2012, the Company sold 62,500 shares of restricted common shares to a non-US based investment fund, for $25,000, or $0.40 per share. Subsequently, in December 7 of 2012, the Company sold an additional 317,500 Shares for consideration of $125,000.00, or $.3937 per share. These shares were not issued as of March 31, 2013. All issuances shall be exempt under the securities registration requirements of the Securities Act in that they were restricted securities sold to an overseas investor and complied in all respect, among other exemptions, with Regulation S of the rules of the SEC promulgated under the Securities Act.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Because of the Company has not yet generated revenues and the excess of current liabilities over current assets at the period ended, there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on obtaining additional outside financing. The Company has funded losses from operations primarily from the issuance of equity and debt. The Company believes that the issuance of debt will continue to fund operating losses in the short-term until the Company can generate revenues sufficient to fund its operations.

We intend to retain any future earnings to retire any existing debt, finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes.

Our expectations are based on certain assumptions concerning the anticipated costs associated with any new projects. These assumptions concern future events and circumstances that our officers believe to be significant to our operations and upon which our working capital requirements will depend. Some assumptions will invariably not materialize and some unanticipated events and circumstances occurring subsequent to the date of this Report.

The amount and timing of our future capital requirements will depend upon many factors, including the level of cash needed to continue our research program, fulfill our obligations under license agreements, or fund initial production efforts.

We intend to retain future earnings, if any, to retire any existing debt, finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes.

The Company estimates that it will need at least $1,000,000 in capital over the next eighteen months to further develop its Inventor Network, patent portfolio and services business and that substantial additional costs will be incurred in order to invent and potentially develop prototypes for new technologies. The Company is not aware as to how much, if any, of these funds will be obtainable from private parties, government grants and/or offset by joint venturing development of our inventions.

License Agreement with University of Chicago

The primary asset of BlackBox included the exclusive Chicago License entered into as of November 30, 2010, with the University of Chicago, granting to BlackBox Delaware the exclusive, worldwide right to use and sublicense Chicago’s patent-pending Materials and Methods for the Preparation of Nanocomposites (US PTO Application No. PCT/US10/32246) and future patent applications filed by the University of Chicago based on certain other patentable technologies described in the Chicago License. The Company allowed the Chicago License to lapse in mid-2012 as we did not believe it was in the best interest of our shareholders to allocate sufficient capital to pursue and maintain it, and, because the Company’s management elected to use its new relationships and knowledge in order to retain professional scientists to assist in inventing and aggregating new technologies directly on behalf of the Company.

Properties

The Company currently leases 64 Sq. Ft. of office space at 1462 Erie Boulevard, Schenectady, New York, 12305. The lease for this space is $183.26 per month plus telecommunications costs and certain office expenses and ended on January 4, 2012, at which time it turned to month to month lease. The Company’s phone number is (518) 935-2830.

Need for Additional Financing

The Company does not have capital to continue operations as a going concern through the end of 2013 and, has been dependent to date upon funding provided by selling equity and debt securities. Additional funding will be required in order for the company to survive as a going concern and to finance growth and to achieve our strategic objectives. Management is actively pursuing additional sources of funding. If we do not raise sufficient funds in the future, we may not be able to fund expansion, take advantage of future opportunities, meet our existing debt obligations or respond to unanticipated requirements. Financing transactions in the future may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

The market for private equity finance in public companies, whom need small capital raises is extremely limited, and, the Company does not currently have any commitments for capital raising.

We intend to retain any future earnings, if any, to retire any existing debt, finance the expansion of our business and any necessary capital expenditures, and for general corporate purposes.

Going Concern

The accompanying financial statements have been prepared assuming we will continue as a going concern. We have had substantial operating losses for the past years and are dependent upon outside financing to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to raise necessary funds from shareholders to satisfy the expense requirements of the Company.

Off Balance Sheet Financings

The Company does not have any off balance sheet arrangements or financings.

Employees

We currently have two full time employees. We also currently hire engineers, advisors, inventors, consultants and scientists to conduct research and development and patent filing assistance, on an as-needed basis, as independent contractors on our behalf. We intend to hire additional full time employees and independent contract labor on an as needed basis.

Recent Events

We have, in 2012, begun filing patents of our own, which are owned by us or by our subsidiaries. These patents were prepared by our Inventor Network in conjunction with other consulting and advisory firms. The below table lists the patent application number, title of patent, and date:


USPTO Docket No.	Title	Filing Date
13722355	Novel Photocatalytic Systems for the production of hydrogen	December 12, 2012
13722411	Novel Photocatalyst for the production of hydrogen	December 12, 2012
13722476	Novel Photocatalytic system for the reduction of CO2	December 12, 2012
13755247	Light Emitting Device with All-Inorganic Nanostructured Films	January 31, 2013
13755186	Optoelectronic Devices with All-inorganic Colloidal Nanostructured Films	January 31, 2013
13755550	Artificial Photosynthetic System Using Photocatalyst	January 31, 2013
13788580	Oriented Photocatalytic Semiconductor Surfaces	March 7, 2013
13792698	System for Harvesting Oriented Light – Water Splitting	March 11, 2013
13793383	System for Harvesting Oriented Light for Carbon Dioxide Reduction	March 11, 2013
13797428	Substrate for Increased Efficiency of Semiconductor Photocatalysts	March 12, 2013
13801169	System for Harvesting Oriented Light for Water Splitting and Carbon Dioxide Reduction	March 13, 2013
13837412	Method for Increasing Efficiency of Semiconductor Photocatalysts	March 15, 2013
13833457	System for Increasing Efficiency of Semiconductor Photocatalysts Employing a High Surface Substrate	March 15, 2013

In all, the Company filed thirteen patent applications or provisional patent applications, ten of which were filed in early 2013.

Off Balance Sheet Financings

The Company does not have any off balance sheet arrangements or financings.

Item 3. Quantitative and qualitative disclosures about market risk.

As the Company is a “smaller reporting company,” this item is inapplicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed 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 the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial officer has reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the third quarter of fiscal year 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

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

None.

Item 3. Default on Senior Securities.

We are in default on payment of interest and principal upon the following note: 5% Convertible Note with a remaining principal amount of $3,600 owed to AF Fund, a copy of the note which was filed as an exhibit to this report as incorporated from our Form 8-K filed with the SEC on March 28, 2011. During the default period this note accrues interest at an accelerated rate of 15% with a total of approximately $3,660 of principal and interest due at October 31, 2011. No enforcement actions have been taken by the holder of this note as against the Company at this time.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information

None.

Item 6. EXHIBITS


Exhibit Number	Exhibit Description
21	Subsidiaries
31.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase

Signatures

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf on May 20, 2013, by the undersigned, thereunto duly authorized.

VISION DYNAMICS CORPORATION

/s/ Luis Leung

By: Luis Leung

Its: Chief Executive Officer,

Principal Executive Officer,

Principal Financial Officer and

Principal Accounting Officer

VISION DYNAMICS Corp 10-Q