~~UNITED~~Table ~~STATES~~of ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~ Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One) ~~[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2013~~

[x QUARTERLY ~~] TRANSITION~~ REPORT ~~PURSUANT~~UNDER TO SECTION 13 OR 15(dD) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For the transition period from ____________ to _____________~~

~~Commission~~For ~~File~~the ~~No.~~quarterly ~~000-53315~~period ended: June 30, 2014

¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number: 000-53315

VISION INDUSTRIES CORP.

(Exact name of small business issuer as specified in its charter)


	FLORIDA	14-1908451
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Tax. I.D. No.)

2230 E. Artesia Blvd., Long Beach, CA 90805
(Address of Principal Executive Offices)

(310) 454-5658
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required ~~to be filed~~ by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~Website~~Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§~~229~~232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See ~~the~~ definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer. o Accelerated filer. o Non-accelerated filer. o (Do not check if a smaller reporting company) Smaller reporting company. þx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ x

The number of shares ~~outstanding~~ of ~~each of the issuer~~registrant’s ~~classes of~~ common stock outstanding, as of ~~November~~August 1413, ~~2013: 85~~2014 was 174,~~160~~378,~~365~~738.

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Table of Contents

VISION INDUSTRIES CORP.

TABLE OF CONTENTS

Part I – Financial Information


PART I: FINANCIAL INFORMATION
ITEM 1		FINANCIAL STATEMENTS
		Condensed Balance Sheets
		Condensed Statements of Operations
		Condensed Statements of Cash Flows
		Notes to Condensed Financial Statements
ITEM 2		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4		CONTROLS AND PROCEDURES
Pap PART II: OTHER INFORMATION
ITEM 1		LEGAL PROCEEDINGS
ITEM 1A		RISK FACTORS
ITEM 2		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3		DEFAULTS UPON SENIOR SECURITIES
ITEM 4		MINE SAFETY DISCLOSURES
ITEM 5		OTHER INFORMATION
ITEM 6		EXHIBITS
SIGNATURES

Item 1. Financial Statements

Item 2. Management’s Discussion and Analysis and Results of Operation

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 4. Controls and Procedures

Part II – Other Information

Item 1. Legal Proceedings

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

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

Signatures

XBRL EXPLANATORY NOTE

Pursuant to Rule 406T of Regulation S-T, the XBRL files contained in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~FINANCIAL~~VISION ~~STATEMENTS~~INDUSTRIES CORP. Condensed Balance Sheets

Vision Industries Corp.


	June 30, 2014	December 31, 2013
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$ 7,249	$ 10,583
Project in process	389,395	167,656
Inventory	237,221	237,214
Prepaid expenses and other current assets	60,931	37,147
Trade deposits	26,207	26,207
Total current assets	721,003	478,807

PROPERTY AND EQUIPMENT, NET	287,042	325,334
INTANGIBLE ASSETS, NET	211,066	225,136
OTHER ASSETS:
Deferred loss	81,584	95,600
Other assets	45,928	45,728
Total other assets	127,512	141,328

Total assets	$ 1,346,623	$ 1,170,605

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$ 369,293	$ 406,267
Current portion of notes payable	2,295,808	369,000
Total current liabilities	2,665,101	775,267

NONCURRENT LIABILITIES:
Long-term portion of notes payable	241,801	2,072,741
Note payable – related party	274,170	274,170
Total noncurrent liabilities	515,971	2,346,911

Total liabilities	3,181,072	3,122,178

STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.001 par value; 2,000,000 shares authorized, 150,000 and 250,000 shares issued and outstanding	150	250
Common stock, $0.001 par value; 500,000,000 shares authorized, 118,359,445 and 85,160,365 shares issued and outstanding	118,359	85,163
Additional paid-in capital	21,659,083	20,320,905
Accumulated deficit	(23,612,041)	(22,357,891)
Total stockholders’ deficit	(1,834,449)	(1,951,573)

Total liabilities and stockholders’ deficit	$ 1,346,623	$ 1,170,605

~~Balance~~See ~~Sheet~~notes to condensed financial statements

		September 30 2013		December 31, 2012
		(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	45,862	$	23,374
Advances		1,500		-
Inventory		237,153		75,086
Prepaid expenses		25,024		9,088
Trade Deposits		25,957		29,259
Total current assets		335,496		136,807
Property and equipment, net		353,976		317,615
Intangible assets, net		232,171		240,147
Other assets:
Deferred loss		95,600		116,624
Employee advances		9,758		9,758
Security deposits & other		35,970		-
Total other assets		141,328		126,382
Total assets	$	1,062,971	$	820,951
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	582,167	$	625,241
Current portion of lease liability		95,184		-
Current portion notes payable		1,243,333		730,684
Total current liabilities		1,920,684		1,355,925
Noncurrent Liabilities:
Lease Liability		185,446		-
Notes payable - noncurrent portion		786,667		185,446
Total noncurrent liabilities		972,113		185,446
Total liabilities		2,892,797		1,541,371
Stockholders' deficit:
Preferred stock, $.001 par value, 2,000,000 authorized, 250,000 issued and outstanding as of September 30, 2013, and December 31, 2012, respectively		250		250
Common stock, $.001 par value, 500,000,000 authorized 85,160,365 issued and outstanding as of September 30, 2013, and 82,946,546 as of December 31, 2012, respectively		85,160		82,949
Additional paid in capital		21,826,660		18,803,255
Deferred compensation		-		-
Accumulated deficit		(23,741,896)		(19,606,874)
Total stockholders' deficit		(1,829,826)		(720,420)
Total liabilities and stockholders' deficit	$	1,062,971	$	820,951

~~See~~Table ~~accompanying~~of ~~notes~~ Contents

3VISION INDUSTRIES CORP. Condensed Statements of Operations (Unaudited)

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	Three Months Ended June 30,		Six Months Ended June 30,
	2014	2013	2014	2013

REVENUE	$ -	$ -	$ -	$ -

DIRECT COSTS	-	-	-	-

	-	-	-	-

OPERATING EXPENSES:
Research and development	8,524	2,455	14,854	2,629
General and administrative	258,915	310,783	350,100	673,079
Equity based compensation	(539,652)	802,668	9,022	1,546,242
Depreciation and amortization	33,222	40,356	66,378	70,332

Total operating expenses	(238,991)	1,156,262	440,354	2,292,282

INCOME (LOSS) FROM OPERATIONS	238,991	(1,156,262)	(440,354)	(2,292,282)

OTHER INCOME (EXPENSE):
Miscellaneous income (expense)	(3,066)	119	(1,654)	30
Interest expense	(140,575)	(47,287)	(244,308)	(97,409)
Legal settlement	-	(185,000)	-	(185,000)
Gain (loss) on extinguishment of debt	(233,493)	21,586	(567,834)	37,012

Total other income (expense)	(377,134)	(210,582)	(813,796)	(245,367)

LOSS BEFORE INCOME TAXES	(138,143)	(1,366,844)	(1,254,150)	(2,537,649)

PROVISION FOR INCOME TAXES	-	-	-	-

NET LOSS	$ (138,143)	$ (1,366,844)	$ (1,254,150)	$ (2,537,649)

NET LOSS PER SHARE, BASIC AND DILUTED	$ (0.00)	$ (0.02)	$ (0.01)	$ (0.04)

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED	102,947,664	59,341,479	97,281,077	59,628,431

~~Vision~~See ~~Industries~~notes ~~Corp.~~to condensed financial statements

~~Statement of Operations~~4

		For the nine months ended				For the three months ended
		September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenue:
Sales	$	-	$	26,545	$	-	$	16,045
Total revenue		-		26,545		-		16,045
Direct Costs		-		-		-		-
Gross profit		-		26,545		-		16,045
Operating expenses:
Research and development		7,999		5,012		5,329		1,088
General & administrative		958,489		838,058		302,222		343,874
Equity based compensation		2,899,713		3,177,907		1,353,721		1,044,869
Depreciation and amortization		94,838		82,985		24,506		35,449
Total operating expenses		3,961,039		4,103,962		1,685,778		1,425,280
Loss before other expense		(3,961,039)		(4,077,417)		(1,685,778)		(1,409,235)
Other income (expense)
Miscellaneous Income		129,830		20,522		129,799		385
Forgiveness of Debt		37,012		5,725		-		-
Legal - Settlement		(185,000)		-		-		-
Miscellaneous Expense		-		(555)		-		-
Interest expense		(155,825)		(85,873)		(58,417)		(1,300)
Rental Income		-		1,200		-		-
Total other income (expense)		(173,983)		(58,981)		71,382		(915)
Net loss	$	(4,135,022)	$	(4,136,398)	$	(1,614,396)	$	(1,410,150)
Gain (Loss) per share: basic and diluted	$	(0.05)	$	(0.08)	$	(0.02)	$	(0.03)
Weighted average number of common shares outstanding: basic and diluted		84,984,026		51,870,217		85,160,546		52,386,355

Table of Contents

~~See~~VISION ~~accompanying~~INDUSTRIES ~~notes~~CORP. Condensed Statements of Cash Flows (Unaudited)


	Six Months Ended June 30,
	2014	2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,254,150)	$ (2,537,649)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation	9,022	1,546,242
Depreciation and amortization	66,378	70,330
Stock issued for services	17,266	76,870
Notes payable issued for services	29,300	-
Loss on extinguishment of debt	567,834	-
Debt discount amortized to interest expense	128,708	-
Changes in operating assets and liabilities:
Project in process	(221,739)	-
Inventory	(7)	(43,751)
Prepaid expenses and other current assets	(23,784)	(32,286)
Trade deposits	-	4,259
Accounts payable and accrued expenses	161,490	(49,218)

NET CASH USED IN OPERATING ACTIVITIES	(519,682)	(965,203)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	-	(79,836)
Increase in other assets	(200)	(35,970)

NET CASH USED IN INVESTING ACTIVITIES	(200)	(115,806)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	520,200	1,345,000
Payment of stock issuance costs	(3,652)	-
Principal payments on notes payable	-	(53,000)

NET CASH PROVIDED BY FINANCING ACTIVITIES	516,548	1,292,000

NET INCREASE (DECREASE) IN CASH	(3,334)	210,991
CASH, BEGINNING OF THE PERIOD	10,583	23,374

CASH, END OF THE PERIOD	$ 7,249	$ 234,365

~~Quick~~See ~~Link~~notes to ~~Table~~condensed offinancial ~~Contents~~statements

~~Vision Industries Corp.~~5

~~Statement~~Table of ~~Cash Flows~~Contents

		For the nine months ended
		September 30, 2013		September 30, 2012
		(Unaudited)		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(4,135,022)	$	(4,136,398)
Adjustments to reconcile net (loss) to net cash provided (used) by operating activities:
Stock-based compensation		2,899,963		3,177,907
Depreciation and amortization		94,838		82,985
Adjustment to carrying value of fixed assets		-		(82,272)
Inventory Revaluation		(115,743)		-
Revaluation of Intangible Assets		(13,931)		-
Stock Issuances in lieu of professional services		97,100		-
Changes in operating assets and liabilities:
Change in inventory		(46,324)		(81,749)
Change in Accounts receivables		-		(4,250)
Change in Employee Advances		(1,500)		4,208
Change in Note Receivable		-		285,000
Trade deposits		3,302		-
Change in Other assets		28,552		3,704
Prepaid expenses		(15,935)		12,687
Accounts payable and accrued expense		(43,074)		(90,294)
Cash used by operating activities		(1,247,774)		(828,472)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets		(88,268)		-
Security Deposits		(35,970)		-
Leaseback of fixed assets- capitalized		-		(285,000)
Cash used by investing activities		(124,238)		(285,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal reduction- notes payable		(140,500)		-
Note Receivable -Sale-Leaseback of fixed assets		-		285,000
Issuance of common stock		-		35,220
Interest reduction- conversion of notes payable		-		139,572
Additional paid in capital -conversion of notes		-		1,696,101
Conversion of notes payable		-		(1,458,500)
Borrowings		1,535,000		662,500
Cash provided by financing activities		1,394,500		1,359,893
Net increase(decrease) in cash and cash equivalents		22,488		246,421
Cash and cash equivalents, beginning of period		23,374		3,480
Cash and cash equivalents, end of period	$	45,862	$	249,901
NONCASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock	$	2,214	$	-
Sales Leaseback - Consideration		-		(285,000)
Sales Leaseback – Sale of truck frame from inventory		-		216,452
Sales Leaseback – Sale from fixed assets (net of accumulated depreciation - $244,559)		-		208,714
Sales Leaseback – Deferred Loss		-		(140,166)
Interest expense	$	155,825	$	85,873

VISION INDUSTRIES CORP.

~~See~~Notes ~~accompanying~~to ~~notes~~Condensed Financial Statements

5Six Months Ended June 30, 2014

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~~VISION INDUSTRIES CORP~~1.

~~Notes~~BASIS toOF ~~Financial~~PRESENTATION ~~Statements~~AND GOING CONCERN

~~June~~General ~~30,~~Background ~~2013~~and Business Environment

Vision Industries Corp. (~~Unaudited~~the “Company” or “Vision”) was incorporated May 11, 2004 in the State of Florida with the intent of providing consulting services to the transportation industry. In 2013, the Company moved its headquarters to Long Beach, California to concentrate on the development and production of zero-emission drivetrains for heavy-duty vehicles.

~~Note~~Management’s 1immediate vision for the high performance hydrogen drive system is to provide a pollution-free transportation solution for today’s drivers in California and to expedite availability of hydrogen fueling stations in and around the Ports of Long Beach and Los Angeles, California. Since 2011, Vision has engaged in “well-to-wheel” national initiatives to deploy its zero-emission fuel cell electric vehicles (“FCEV”) in nonattainment areas, such as the Port of Houston and the twin Ports of Los Angles and Long Beach. Accompanying any regional fleet deployment are plans to build and operate a hydrogen fueling station, which Vision is actively funding with the assistance of government grants and traditional project financing.

~~General~~Basis ~~background~~of ~~and business environment~~ Presentation

~~Vision~~The ~~was~~accompanying ~~incorporated~~unaudited condensed financial statements of the Company have been prepared in ~~Florida~~accordance onwith ~~May~~accounting ~~11,~~principles ~~2004,~~generally asaccepted ~~Cheetah~~in ~~Consulting,~~the ~~Inc~~United States of America for interim financial information. Accordingly, they do not include all of the information and onnotes ~~December~~required ~~16,~~by ~~2008~~generally ~~changed~~accepted ~~its~~accounting ~~name~~principles tofor ~~Vision~~complete ~~Industries~~financial ~~Corp~~statements. ~~The~~In ~~Company~~the ~~has~~opinion ~~its~~of ~~corporate~~management, ~~headquarters~~all ~~and~~normal ~~assembly~~recurring ~~facility~~adjustments atconsidered ~~2230~~necessary E.for ~~Artesia~~a ~~Blvd~~fair presentation have been included., Operating ~~Long~~results ~~Beach~~for the three months and six months ended June 30, CA2014 ~~90805~~are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. ~~Our~~For ~~telephone~~further ~~number~~information isrefer ~~(310)~~to ~~454-5658.~~the ~~The~~financial statements and notes thereto included in the Company’'s ~~web~~Form ~~address~~10-K isfor ~~www~~the year ended December 31, 2013.~~VisionMotorCorp.com.~~

~~The~~Going company’s mission statement is to “develop zero-emission transportation solutions for the 21st century. “ To achieve this mission, Vision has internally organized itself to focus on fuel cell vehicle technology and hydrogen fueling.Concern

~~Since~~The ~~December~~accompanying ~~2008~~financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the ~~company~~normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate any revenue, and has ~~refocused~~negative ~~its~~cash ~~efforts~~flows infrom ~~building~~operations, ~~Class~~which 8raise ~~fuel~~substantial ~~cell~~doubt ~~electric~~about ~~vehicles~~the ~~(FCEV)~~Company’s ~~used~~ability into ~~drayage~~continue ~~transportation~~as a going concern. The ability of the Company to continue as a going concern is dependent upon, among other factors, raising additional capital. The Company has obtained funds from its shareholders and from lenders since its inception, and believes this funding will continue and will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its business plan.

~~In 2010, the US Department of Energy named Vision’s Class 8 on-road big rig, the Tyrano, and terminal tractor, the Zero-TT, as “alternative and advanced vehicles~~2.” This timely recognition came in an era of increased federal and state-level zero-emission legislation and funding. As part and parcel of the company’s rise in acceptance, the Vision Tyrano was introduced by then Governor Arnold Schwarzenegger, at the state capital event announcing his Hydrogen Highway initiative. Since then, the Vision brand has been synonymous with zero-emission drayage and cleantech transportation.

~~Description~~SUMMARY ofOF ~~the~~SIGNIFICANT ~~Business Since~~ACCOUNTING ~~alternative~~POLICIES energy and cleantech transportation became a center-piece in the national energy narrative, extensive efforts in terms of legislation and governmental funding opportunities have been made available to spur the development of a national alternative fueling infrastructure and for vehicle technologies using them.

~~With~~The ~~that~~policies asdiscussed abelow ~~backdrop,~~are ~~Vision~~considered ~~has~~by ~~engaged~~management ~~in “well-~~to~~-wheel”~~ ~~national~~be ~~initiatives~~critical to ~~deploy~~an ~~their~~understanding ~~zero-emission~~of ~~FCEVs~~the inCompany’s ~~nonattainment~~financial ~~areas,~~statements. The ~~such~~financial asstatements ~~the~~and ~~Port~~notes ofare ~~Houston~~representations ~~and~~of the ~~twin~~Company’s ~~Ports~~management, ofwhich ~~Los~~is ~~Angles~~responsible ~~and~~for ~~Long~~their ~~Beach.~~integrity ~~Accompanying~~and ~~any~~objectivity. These ~~regional~~accounting ~~fleet~~policies ~~deployment~~conform ~~are~~to ~~plans~~accounting toprinciples ~~build~~generally ~~and~~accepted ~~operate~~in athe ~~hydrogen~~United ~~fueling~~States ~~station,~~of ~~which~~America ~~Vision~~and ishave ~~actively~~been ~~funding~~consistently ~~with~~applied in the ~~assistance~~preparation of ~~government~~the ~~grants~~financial ~~and traditional project financing~~statements.

AsUse its modus operandi, Vision aims to target drayage trucking fleet operators who operate in the nation’s eight (8) largest deep-water ports (Los Angeles, Long Beach, Oakland, Seattle, Houston, Savanah, New York and New Jersey). Fleets that operate at these locations usually have predetermined routes, travel less than 50-mile (from Port to rail yard or distribution center) and have a return to base duty-cycle. Unique to those areas is an abundance of ~~Hydrogen in the form of a pipeline or a nearby steam methane reformer (SMR) facility supporting a petro-chemical plant.~~Estimates

The ~~convergence~~preparation of ~~factors,~~financial ~~such~~statements ~~as,~~in ~~government~~accordance ~~reduced-emission~~with ~~mandates~~generally ~~(typical~~accepted ofaccounting ~~nonattainment~~principles ~~areas),~~requires ~~availability~~the ofCompany ~~hydrogen,~~to ~~short~~make ~~routes~~estimates ~~(less than 50 miles)~~ and ajudgments ~~return~~that toaffect ~~base~~the ~~duty-cycle,~~reported ~~make~~amounts itof ~~ideal~~assets ~~for Vision’s FCEV~~ and ~~fueling businesses~~liabilities.

AtOn ~~the~~an ~~present~~on-going ~~time~~basis, ~~third~~the ~~party~~Company ~~components~~evaluates ~~exist~~its ~~for~~estimates ~~the~~and ~~various~~judgments, ~~products~~including ~~that~~those ~~Vision~~related ~~installs~~to inrevenue ~~its~~recognition, ~~vehicles~~inventories, ~~and~~adequacy ~~that~~of ~~the~~allowances ~~vehicles~~for ~~have~~doubtful ~~not~~accounts, ~~required~~valuation ~~substantial~~of ~~design~~long-lived ~~modifications~~assets, orincome ~~further~~taxes, ~~engineering~~equity-based tocompensation, ~~bring~~litigation ~~the~~and ~~vehicles to market~~warranties. The WeCompany ~~believe~~bases ~~acquisition~~its ofestimates ~~supplies,~~on ~~costs~~historical ofand ~~assembly~~anticipated results and ~~other~~trends ~~costs~~and ~~related~~on tovarious ~~the~~other ~~production~~assumptions ofthat the ~~vehicle(s),~~Company ~~will~~believes ~~require~~are ~~the~~reasonable ~~investment~~under ofthe acircumstances, ~~material~~including ~~amount~~assumptions ofas ~~our~~to ~~current and~~ future ~~assets~~events.

In the long-run, Vision plans to outsource the assembly for its FCEV to major OEMs to reduce operational expenses. The fueling business, on the other hand, if attached to a hydrogen pipeline, has the ability to increase the company’s contribution margin with reasonable demand.6

~~Note~~Table 2 of Contents

~~Significant~~These ~~Accounting~~estimates ~~Policies~~form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.

~~Basis~~Cash ~~for~~and ~~Presentation~~Cash Equivalents

InFor purposes of the ~~opinion~~statement of ~~management~~cash flows, the Company considers all ~~adjustments~~short-term ~~consisting~~securities ofwith ~~normal~~a ~~recurring~~maturity ~~adjustments~~of ~~necessary~~three ~~for~~months aor ~~fair~~less ~~statement~~to ofbe cash equivalents.

6Project in Process

~~Quick~~Costs ~~Link~~incurred toon ~~Table~~grant milestones before our invoices are submitted are deferred and recorded as project in process on our balance sheet. Such costs include labor, parts and supplies, and an allocation of ~~Contents~~overhead. As of June 30, 2014 and December 31, 2013, we had deferred costs totaling $389,395 and $167.656, respectively.

(a) the result of operations for the three and nine months ended September 30, 2013 and 2012; (b) the financial position at September 30, 2013; and (c) cash flows for the nine months ended September 30, 2013 and 2012, have been made. Inventories

~~The~~Inventories ~~Company~~are ~~prepares~~stated its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require 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~~lower of ~~the~~cost ~~financial~~or ~~statements~~market, ~~and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed~~ with ~~the~~cost ~~Board~~determined ofon ~~Directors;~~a ~~however~~first-in, ~~actual~~first-out ~~results~~(FIFO) ~~could differ from those estimates~~basis.

~~Critical~~Property ~~Accounting Policies~~ and ~~Use of Estimates~~ Equipment

~~The~~Property ~~preparation~~and ofequipment ~~financial~~are ~~statements~~stated inat ~~accordance~~cost ~~with~~less ~~accounting~~accumulated ~~principles~~depreciation ~~generally~~and ~~accepted~~amortization. Significant inimprovements ~~the~~and ~~United~~betterments ~~States~~are ofcapitalized, ~~America~~while ~~requires~~maintenance ~~the~~and ~~Company~~repairs are charged to ~~make~~operations ~~estimates~~as incurred. When items of property or equipment are sold or retired, the related cost and ~~judgments~~accumulated ~~that~~depreciation ~~affect~~are removed from the ~~reported~~accounts ~~amounts~~and ofany ~~assets,~~gain or loss is included in the results of operations.

OnDepreciation anis recorded on~~-going~~ ~~basis,~~ the ~~Company evaluates its estimates and judgments, including those related to revenue recognition, inventories, adequacy of allowances for doubtful accounts, valuation of long~~straight-~~lived~~line ~~assets,~~basis ~~income~~over ~~taxes, equity-based compensation, litigation and warranties. The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that~~ the ~~Company~~estimated ~~believes~~useful ~~are~~lives ~~reasonable~~of ~~under~~ the ~~circumstances~~assets, ~~including~~which ~~assumptions~~range asfrom three to ~~future~~seven ~~events~~years.

~~The~~Intangible policies discussed below are considered by management to be critical to an understanding of the Company’s financial statements. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent for other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from those estimates.Assets

~~Cash~~Intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from one to thirteen years. We evaluate the recoverability of intangible assets periodically and ~~Cash~~take ~~Equivalents~~into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization.

~~For~~Deferred ~~purposes of the statement of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents.~~ Loss

~~Accounts~~The ~~Receivable~~loss realized on the February 2012 sale and ~~Allowance~~leaseback transaction has been deferred and is being amortized using the straight-line method over the term of the lease. As of June 30, 2014 and December 31, 2013, the balance of the deferred loss was $81,584 and $95,600, respectively. Amortization included in depreciation expense was $7,008 for ~~Doubtful~~each ~~Accounts~~of the three months ended June 30, 2014 and 2013 and $14,016 for each of the six months ended June 30, 2014 and 2013.

~~Accounts~~Income receivable represent amounts due from customers in the ordinary course of business.. The Company considers accounts more than 90 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. The Company considers all accounts receivable to be collectable and consequently has provided no allowance for doubtful accounts.Taxes

~~Inventories~~Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of certain assets and liabilities for financial and tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will be taxable either when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to offset future federal income taxes. Income tax expense is the current tax payable or refundable for the period plus or minus the net change in the deferred tax asset and liability accounts.

~~Inventories~~Stock-Based ~~are stated at the lower of cost or market.~~Compensation

~~Property~~All forms of share-based payment (“SBP”) awards, including shares issued under employee stock purchase plans, stock options, restricted stock and ~~Equipment~~stock appreciation rights, are measured at fair value on the award’s grant date, based on the estimated number of awards that are expected to vest and amortized into expense over the vesting period.

~~Property~~The ~~and~~Company ~~equipment~~records ~~are~~equity ~~stated~~instruments atissued ~~cost~~to ~~less~~non-employees ~~accumulated~~at ~~depreciation~~their ~~and~~fair ~~amortization. Significant~~value ~~improvements~~on ~~and~~the ~~betterments~~measurement ~~are~~date. ~~capitalized,~~The ~~while~~measurement ~~maintenance~~of ~~and~~stock-based ~~repairs~~compensation ~~are~~is ~~charged~~subject to ~~operations~~periodic adjustment as ~~incurred. When~~the ~~items~~underlying ofequity ~~property~~instrument orvests. ~~equipment~~Non-employee ~~are~~stock-based ~~sold~~compensation orcharges ~~retired, the related cost and accumulated depreciation~~ are ~~removed~~amortized ~~from~~over the ~~accounts~~vesting ~~and~~period ~~any gain~~ or ~~loss~~period isof ~~included~~performance inof the ~~results of operations~~services.

~~Depreciation is recorded on the straight-line basis over the estimated useful lives of the assets, which range from five to seven years.~~7

~~Advertising~~Table ~~Costs~~of Contents

~~The~~Revenue ~~costs of advertising are expensed as incurred and are included in the Company’s operating expenses. Advertising~~ Recognition

7The Company typically operates on a project basis and recognizes revenue when it has completed tasks specified in the particular contract for a specific project. From time to time Vision may sell all or part of a development project for parts or components and recognizes the revenue from the sale when items are shipped. Revenue is recognized net of sales taxes and upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognized to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. The direct costs of a project are recorded as incurred, and are deferred and recognized as direct expense of a sale at time of invoice.

~~Quick~~Research ~~Link~~and toDevelopment ~~Table of Contents~~Expenditures

~~expenses~~Research ~~for~~expenditure is recognized as an expense when it is incurred. Development expenditure is recognized as an expense except that expenditure incurred on development projects are capitalized as long-term assets to the ~~nine~~extent ~~months~~that ~~ended~~such ~~September~~expenditure ~~30,~~is ~~2013~~expected ~~and~~to ~~September~~generate ~~30,~~future ~~2012~~economic ~~were~~benefits. ~~$170~~Development expenditure is capitalized if, and ~~$377~~only ~~respectively.~~if an entity can demonstrate all of the following:

~~Income Taxes~~ 1.

~~Income~~ its ~~taxes~~ability ~~are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily~~ to ~~differences~~measure ~~between~~reliably the ~~basis~~expenditure ofattributable certain assets and liabilities for financial and tax reporting. Deferred taxes represent the future tax return consequences of those differences, which will be taxable either when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses that are available to ~~offset future federal income taxes. Income tax expense is~~ the ~~current tax payable or refundable for the period plus or minus the net change in the deferred tax~~ asset ~~and~~under ~~liability accounts.~~ development;

~~Stock-Based Compensation~~ 2.

Inthe ~~accordance~~product ~~with~~or ~~ASC~~process ~~718-10~~is ~~“Share-Based~~technically ~~Payment” all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans, stock options, restricted stock~~ and ~~stock~~commercially ~~appreciation rights result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest.~~ feasible;

The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 505-50, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services,” which requires that such equity instruments are recorded at their fair value on the measurement date3. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests. Non-employee stock-based compensation charges are amortized over the vesting period or period of performance of the services.

~~Intangible~~its ~~Assets~~future economic benefits are probable;

~~Intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from one to fifteen years~~4. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization.

~~Revenue~~its ~~Recognition~~ability to use or sell the developed asset;

~~The Company typically operates on a project basis and recognizes revenue when it has completed tasks specified in the particular contract for a specific project~~5. From time to time Vision may sell all or part of a development project for parts or components and recognizes the revenue from the sale when items are shipped. Revenue is recognized net of sales taxes and upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognized to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods. The direct costs of a project are recorded as incurred and recognized as direct expense of a sale at time of invoice.

~~Research~~the availability of adequate technical, financial and ~~Development~~other ~~Recognition~~resources ~~Policy~~to complete the asset under development; and

~~Research expenditure is recognized as an expense when it is incurred~~6. Development expenditure is recognized as an expense except that expenditure incurred on development projects are capitalized as long-term assets to the extent that such expenditure is expected to generate future economic benefits. Development expenditure is capitalized if, and only if an entity can demonstrate all of the following:

a)its intention to complete the intangible asset and use or sell.

~~its~~Capitalized ~~ability~~development toexpenditure ~~measure~~is ~~reliably~~measured at cost less accumulated amortization and impairment losses, if any. Development expenditure initially recognized as an expense is not recognized as assets in the subsequent period. The development expenditure ~~attributable~~is toamortized on a straight-line method over a period of not exceeding 7 years when the ~~asset~~products ~~under~~are ready for sale or use. In the event that the expected future economic benefits are no longer probable of being recovered, the development; expenditure is written down to its recoverable amount.

b)Per Share Computations

Basic net earnings per share is computed using the ~~product~~weighted-average ornumber ~~process~~of common shares outstanding during the period. Diluted earnings per share is ~~technically~~computed using the basic weighted-average number of common shares and ~~commercially~~the ~~feasible~~dilutive potential common shares outstanding during the period. During the three months and six months ended June 30, 2014 and 2013, we had no dilutive potential common shares; therefore, basic and diluted earnings per share were the same.

c)Recently Issued Accounting Pronouncements

~~its~~Management ~~future~~reviewed ~~economic~~new ~~benefits~~accounting pronouncements issued during the six months ended June 30, 2014 and through the date of filing this report, and believes no pronouncements are ~~probable;~~applicable to or would have a material impact on the financial statements of the Company.

d)Reclassifications

~~its~~Certain ~~ability~~amounts in the condensed consolidated financial statements for the three months and six months ended June 30, 2013 have been reclassified to ~~use~~conform orto ~~sell~~the presentation for the ~~developed~~three ~~asset;~~months and six months ended June 30, 2014.

e)8

~~the~~Table ~~availability~~ of ~~adequate technical, financial and other resources to complete the asset under development; and~~ Contents

f)3.

~~its~~PROPERTY ~~intention~~AND toEQUIPMENT ~~complete the intangible asset and use or sell.~~

8Property and equipment consisted of the following at:

Quick Link to Table of Contents


	June 30, 2014	December 31, 2013

Computers and software	$ 30,569	$ 30,569
Furniture and fixtures	3,986	3,986
Office equipment	2,018	2,018
Leased assets	285,000	285,000
Leasehold improvements	46,191	46,191
Shop equipment	55,646	55,646
Production prototypes	73,240	73,240

	496,650	496,650
Less accumulated depreciation	(209,608)	(171,316)

	$ 287,042	$ 325,334

~~Capitalized~~Property ~~development~~and ~~expenditure~~equipment isare ~~measured~~stated at cost ~~less~~whereas ~~accumulated~~production ~~amortization~~prototypes and impairment losses, if any. Development expenditure initially recognized as an expense is not recognized as assets in the subsequent period. The development expenditure is amortized on a straight-line method over a period of not exceeding 7 years when the products are ~~ready~~stated ~~for~~at ~~sale~~net orrealizable ~~use~~value. ~~In the event that the expected future economic benefits are no longer probable of being recovered, the development expenditure is written down to its recoverable amount.~~

~~Effects~~Depreciation is computed using the straight-line method over the estimated useful lives of ~~Recent~~the ~~Accounting~~assets. Useful ~~Pronouncements~~lives for computer equipment and software range from three to five years, and furniture, equipment, and production equipment from five to seven years. Depreciation on leased production prototypes uses the straight-line method over four years, however, the prototypes are evaluated on a yearly basis for impairment due to changes in estimates or net realizable value.

~~The~~Depreciation ~~Company~~expense ~~reviews~~was ~~new~~$26,187 ~~accounting~~and ~~standards~~$34,781for asthe ~~issued.~~three Nomonths ~~new~~ended ~~standards~~June ~~had~~30, ~~any~~2014 ~~material~~and ~~effect~~2013 onand ~~these~~$52,308 ~~financial~~and ~~statements.~~$59,178 ~~The~~for ~~accounting pronouncements issued subsequent to~~ the ~~date~~six ofmonths ~~these~~ended ~~financial~~June ~~statements~~30, ~~that~~2014 ~~were~~and ~~considered~~2013, ~~significant~~respectively. byAdded ~~management~~to ~~were evaluated for~~ the ~~potential~~depreciation ~~effect~~expense onis ~~these~~pro ~~consolidated~~rata ~~financial~~recognition ~~statements. Management does not believe any~~ of ~~the~~deferred ~~subsequent~~loss ~~pronouncements~~on ~~will have~~ a ~~material~~sales/leaseback ~~effect~~arrangement onin ~~these consolidated financial statements as presented and does not anticipate~~ the ~~need~~amount ~~for any future restatement~~ of ~~these~~$7,008 ~~consolidated~~for ~~financial statements because of~~ the ~~retro-active~~three ~~application~~months ofended ~~any~~June ~~accounting~~30, ~~pronouncements~~2014 ~~issued~~and ~~subsequent~~2013 toand ~~December 31~~$14,016 ~~2012~~for ~~through~~ the ~~date~~six ~~these~~months ~~financial~~ended ~~statements~~June ~~were~~30, ~~issued~~2014 and 2013.

~~Per Share Computations~~ 4.

~~Basic~~INTANGIBLE ~~net~~ASSETS earnings per share are computed using the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and the dilutive potential common shares outstanding during the period.

~~Note~~Intangible 3assets consisted of the following at:

Inventories


	June 30, 2014	December 31, 2013
Intellectual property	$ 365,836	$ 365,836
Accumulated amortization	(154,770)	(140,700)
Ending balance	$ 211,066	$ 225,136

~~Inventories~~Amortization ~~consisted~~expense ofwas $7,035 and $12,585 for the ~~following~~three asmonths ofended ~~September~~June 30, 2014 and 2013 and ~~December~~$14,070 31and $25,170 ~~2012:~~for the six months ended June 30, 2014 and 2013, respectively.

~~Schedule of Inventory~~9

		September 30, 2013		December 31, 2012
Raw Materials	$	163,659	$	43,433
Work in Process		73,943		31,653
Finished Goods		0		0
	$	237,152	$	75,086

Table of Contents

~~Inventory of raw materials was revalued by approximately $115,743~~5. ~~This represents found raw materials that were previously stored off-site~~

~~Note~~NOTES ~~4 Property and equipment~~ PAYABLE

~~Property~~Notes ~~and~~payable ~~equipment~~consisted as of ~~September 30, 2013 and as of December 31, 2012 consist of~~ the following: at:


	Maturity Date	Interest Rate	June 30, 2014	December 31, 2013

TTSI lease	11/30/2016	15%	$ 280,630	$ 280,630
TTSI	8/22/2013	8%	50,000	50,000
QIF Malta 1 Ltd.	9/12/2013	8%	500,000	500,000
QIF Malta 1 Ltd.	6/30/2014	8%	1,290,000	1,290,000
Tangiers Investment	7/11/2014	10%	-	52,500
Tangiers Investment	8/26/2014	10%	-	52,500
Asher #8	6/12/2014	8%	-	93,500
Frau Margot Porchet	10/29/2016	10%	50,000	50,000
Kohall Holdings	10/29/2016	10%	50,000	50,000
Asher #9	8/14/2014	8%	-	42,500
Asher #10	9/12/2014	8%	33,000	53,000
JMJ Financial	12/11/2015	0%	21,077	25,000
Due to officer	Demand	0%	274,170	274,170
Gel Properties, LLC	1/22/2015	6%	30,000	-
Asher #11	10/30/2014	8%	37,500	-
LG Capital Funding, LLC	2/26/2015	8%	25,000	-
QIF Malta 1 Ltd.	9/30/2014	8%	80,000	-
KBM Worldwide, Inc.	3/5/2015	8%	53,000	-
Beaufort Capital Partners, LLC	12/5/2014	0%	52,500	-
Beaufort Capital Partners, LLC	12/5/2014	0%	50,000	-
Coventry Enterprises, LLC	4/2/2015	8%	55,000	-
JDF Capital Inc.	10/7/2015	8%	60,000	-
JMJ Financial	4/16/2016	0%	27,917	-
JMJ Financial	6/23/2016	0%	27,917	-
Typenex Co-Investment, LLC	12/3/2014	10%	86,500	-
Vista Capital Investments, LLC	4/4/2015	10%	27,500	-
Union Capital	3/31/2015	8%	33,333	-
Less debt discount			(383,265)	(97,889)

Total			2,811,779	2,715,911
Current portion			2,295,808	369,000

Long-term portion			$ 515,971	$ 2,346,911

~~Quick~~Certain ~~Link~~of tothe ~~Table~~notes payable are convertible into shares of ~~Contents~~the Company’s common stock and are subject to discounts due to beneficial conversion features over the next 5 years.

~~Schedule~~As indicated in the table above, we are in default on certain of ~~Property~~our ~~and~~notes ~~Equipment~~payable. We continue to have discussions with our lenders regarding the extension of maturity dates.

		September 30, 2013		December 31, 2012
Automobiles	$	-	$	3,381
Computers and Software		39,065		10,407
Furniture and fixtures		3,986		1,550
Office equipment		1,000		1,000
Leased assets		285,000		285000
Leasehold Improvements		45,574		-
Shop equipment		55,636		44,034
Production prototypes		73,240		73,240
		503,501		418,612
Less accumulated depreciation		(149,525)		(100,997)
	$	353,976	$	317,615

On February 29, 2012, Vision entered into a Sale Leaseback Agreement with Total Transportation Services, Inc. (“TTS-I”) of Rancho Dominguez, California. The lease is payable in 48 monthly installments of $7,932 starting on November 30, 2012, and bears interest at 15%. As of June 30, 2014, the current portion of the lease liability is $134,927 and the long-term portion is $145,703. We are in default on the payments on the lease. We entered into a forbearance agreement with TTS-I, however, that agreement has expired. We continue to have discussions with TTS-I regarding the extension of the maturity date and restructuring of the payments.

~~Property~~On ~~and~~August ~~equipment~~22, ~~are~~2012 ~~stated~~the atCompany ~~cost~~entered ~~whereas~~into ~~production~~a ~~prototypes~~secured ~~are~~convertible ~~stated~~promissory note for $50,000 with TTSI. The convertible note matures on August 22, 2013 and bears interest at ~~net~~a ~~realizable~~rate ~~value~~of 8%. The note is collateralized by the Company’s Kenworth Series T800 Glider; and security interests in all copyrights and patents.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Useful lives for computer equipment and software range from three to five years, and furniture, equipment, and production equipment from five to seven years. Depreciation on leased production prototypes uses the straight-line method over four years, however, the prototypes are evaluated on a yearly basis for impairment due to changes in estimates or net realizable value. 10

~~Depreciation~~Table ~~expense for the nine months ended September 30, 2013 and September 30, 2012$86,862 and $42,830 respectively. Included the September 30, 2013 depreciation is pro rata recognition~~ of ~~deferred loss on a sales/leaseback arrangement with Total Transportation Services, Inc., mentioned in note 9, – in the amount of $38,334.~~Contents

~~Note~~On 5September ~~Intangibles~~12, 2012, the Company entered into a loan agreement with QIF Malta 1 Ltd in the amount of $500,000, bearing interest rate of 8% and maturing on September 12, 2013, without a conversion feature.

~~Intangible~~On ~~assets~~February at4, 2013, the Company entered into a new agreement with QIF Malta 1 Ltd. (“QIF”), for a principal sum of $1,290,000, plus the previous loan amount of $500,000 (dated September 12, 2012), which included outstanding interest, pursuant to a new Loan Agreement (“New Loan”). The outstanding principal balance of the New Loan bears interest at the rate of 8% per annum and does not include a conversion feature. The total amount due of $1,790,000, plus outstanding interest, is payable to QIF in three equal installments on October 31, 2013, November 30, 2013, and ~~December~~June 3130, ~~2012~~2014. ~~consist~~The ofNew ~~the~~Loan ~~following:~~also includes a non-dilution clause, applied to QIF and to five other entities that collectively held a 57% majority interest in Vision.

~~Schedule~~Subsequently, on December 31, 2013, the Company entered into an Interest on Loan Conversion Agreement with QIF whereby the Company agreed to issue shares of ~~Intangible~~its ~~Assets~~common stock on scheduled dates in 2014 in lieu of cash payments for interest on the total amount due of $1,790,000 at an agreed upon conversion price of $0.02 per share. During the six months ended June 30, 2014, a total of 4,782,901 shares of the Company’s common stock were issued in payment of interest of $131,456.

		September 30, 2013		December 31, 2012
Beginning Balance	$	416,636	$		416,636
Additions		-			-
Amortization		(184,465)			(176,489)
Impairment		-			-
	$	232,171	$		240,147

On July 11, 2013, the Company entered into a 10% convertible promissory note with Tangiers Investor Group, LLC in the principal amount of $52,500 due July 14, 2014. This note was converted in full into shares of the Company’s common stock during the six months ended June 30, 2014.

~~Amortization~~On ~~expense~~August ~~for~~26, 2013, the ~~nine~~Company ~~months~~entered ~~ended~~into ~~September~~a ~~30,~~10% ~~2013~~convertible ~~and~~promissory ~~for~~note ~~the~~with ~~year~~Tangiers ~~ended~~Investor ~~September 30~~Group, ~~2012~~LLC ~~was~~in the principal amount of $752,~~976~~500, ~~and~~due ~~$40~~August 14,~~155~~ 2014. This note was converted in full into shares of the Company’s common stock during the six months ended June 30, ~~respectively~~2014.

~~Note~~The 6Company ~~Accrued~~has ~~expenses~~entered into a series of 8% convertible promissory notes with Asher Enterprises, LLC. The notes bear interest at 8% and are generally payable nine months from the inception date. The notes are convertible into shares of the Company’s common stock at a defined conversion price derived from market prices of the Company’s common stock. During the six months ended June 30, 2014, a total of $156,000 principal of three of the notes, along with a total of $5,440 of accrued interest, were converted into shares of the Company’s common stock. At June 30, 2014, two notes with a total principal balance of $70,500 were outstanding.

~~Accounts~~On ~~payable~~October ~~and accrued expenses at September 30~~29, 2013 ~~and December 31~~, ~~2012~~the ~~were~~Company ~~$582,167~~entered ~~and~~into ~~$625,241,~~10% ~~respectively~~convertible ~~and~~promissory ~~included~~notes ~~operating~~with ~~expenses. At~~two ~~September~~private ~~30,~~investors ~~2013,~~in the ~~accrued~~principal ~~expenses~~amount ~~consist mainly~~ of ~~salary~~$50,000 ~~payroll~~each ~~liabilities~~due ~~and~~October ~~accrued interest expense totaling $411~~29,~~062.~~ 2016.

~~Note~~In 7December ~~Income~~2013, ~~Tax~~the Company entered into a 0% convertible promissory note with JMJ Financial in the principal amount of $27,917, due February 11, 2015. During the six months ended June 30, 2014, principal of $6,840 was converted into shares of the Company’s common stock, resulting in a principal balance of $21,077 at June 30, 2014.

~~The~~In ~~Company~~January ~~is subject to taxation in the U.S. and various state jurisdictions. As of December 31~~2014, ~~2012~~ the Company’s ~~tax~~entered ~~years~~into ~~for~~a ~~2009,~~6% ~~2010~~convertible ~~and~~promissory ~~2011~~note ~~are~~with ~~subject~~Gel toProperties, ~~examination~~LLC byin the ~~tax~~principal ~~authorities.~~amount ~~With~~of ~~few exceptions~~$30,000, asdue ofJanuary ~~December 31~~22, 2015.

11In February 2014, the Company entered into an 8% convertible promissory note with LG Capital Funding, LLC in the principal amount of $25,000, due February 26, 2015.

~~Quick~~In ~~Link~~February to2014, ~~Table~~the Company entered into an 8% promissory note with QIF in the principal amount of ~~Contents~~$80,000, due September 30, 2014, without a conversion feature.

~~2011~~In March 2014, the Company isentered nointo ~~longer~~an ~~subject~~8% toconvertible ~~U.S.~~promissory ~~federal~~note ~~and~~with ~~state~~Union ~~examinations~~Capital byin ~~tax~~the ~~authorities~~principal ~~for~~amount ~~years~~of ~~before~~$33,333, ~~2008.~~due March 31, 2015.

~~The~~In ~~Company’s~~April ~~actual~~2014, ~~tax~~the ~~rate~~Company ~~varies~~entered ~~from~~into ~~the~~an ~~statutory~~8% ~~rate~~convertible ~~(federal~~promissory ~~and~~note ~~state)~~with ~~due~~Coventry toEnterprises, ~~utilization~~LLC ofin ~~full~~the ~~valuation~~principal ~~allowances. As~~amount of ~~September 30~~$55, ~~2013~~000, ~~the~~due ~~Company~~April ~~notes~~2, ~~that ASC 740-10 has had no material changes~~2015.

~~Note~~In April 2014, the Company entered into an 8% ~~Stockholders’~~convertible ~~equity~~promissory note with JDF Capital Inc. in the principal amount of $60,000, due October 7, 2015.

OnIn ~~December~~April 312014, ~~2012,~~the ~~there~~Company ~~were~~entered ~~82,946,546~~into ~~shares~~a of0% ~~common~~convertible ~~stock~~promissory ~~issued~~note ~~and~~with ~~outstanding. There~~JMJ ~~was~~Financial noin ~~issuance~~the ofprincipal ~~preferred~~amount ~~stock~~of ~~during~~$27,917, ~~the~~due ~~first~~April ~~quarter~~16, ~~the common stock issues were:~~2016.

OnIn ~~January~~April 32014, ~~2013,~~the ~~Asher~~Company ~~Enterprise~~entered ~~exercised~~into ~~its~~a ~~conversion~~10% ~~rights~~convertible topromissory ~~643,087~~note ~~shares~~with ofTypenex ~~common stock~~Co-Investments, ~~pursuant~~LLC ~~to convertible note~~ in the principal amount of $2086,~~000~~500, due December 3, 2014.

~~On January 10, 2013, Asher Enterprise exercised its conversion rights to 420,732 shares of common stock, pursuant to convertible note in the amount of $12,500.~~11

OnTable ~~February 4, 2013, 300,000 shares were issued to each~~ of ~~three individuals for payment in lieu for commission for the brokering of a loan facility arrangement with QIF, for a total of shares of common stock.~~Contents

OnIn April 292014, ~~2013,~~the Company entered into a ~~total~~10% ofconvertible ~~250,000~~promissory ~~shares~~note ~~were~~with ~~issued~~Vista toCapital ~~three~~Investments, ~~individuals~~LLC ~~for~~in ~~payment~~the ~~for~~principal ~~investment~~amount ~~banking~~of ~~consultations.~~$27,500, due April 4, 2015.

~~Accordingly~~In June 2014, onthe ~~September~~Company ~~30,~~entered ~~2013,~~into ~~there~~an ~~were~~8% ~~85,160,365~~convertible ~~shares~~promissory ofnote ~~common~~with ~~stock~~KBM ~~issued~~Worldwide ~~and~~in ~~outstanding~~the ~~and~~principal ~~250,000 shares~~amount of ~~preferred~~$53,000, ~~stock~~due ~~issued~~March ~~and~~5, ~~outstanding~~2015.

~~Note~~In 9June ~~Commitment~~2014, the Company entered into two 0% convertible promissory notes with Beaufort Capital Partners, LLC, one with an original principal balance of $60,000 and ~~contingencies~~one with an original principal balance of $52,500. Both notes are due December 5, 2014. During June 2014, $10,000 of one of the notes was converted into shares of the Company’s common stock.

OnIn ~~April~~June 12014, ~~2013,~~ the Company entered into a ~~thirty-nine~~0% ~~(39)~~convertible ~~month~~promissory ~~lease~~note ~~agreement~~ with ~~Gateway~~JMJ ~~Pacific~~Financial ~~Properties,~~in Inc., for its new and permanent corporate headquarters at 2230 E. Artesia Blvd., Long Beach CA 90805. The combined office space and production facility is 21,087 Sq. Ft. The rent was $4,850 per month for the ~~first~~principal 6amount ~~monhs;~~of $927,~~991 for the second year; $10~~917,~~291~~ ~~for~~due ~~the~~June ~~third year; and $10~~23,~~607~~ ~~for the final three months of the lease term~~2016. ~~The minimum lease commitment as of September 30, 2013 was as follows:~~

~~Schedule~~The noncurrent note payable – related party is due to an officer with a balance of ~~Lease~~$274,170 ~~Payments~~at June 30, 2014 and December 31, 2013 is non-interest bearing and payable upon demand. The amount is included in long-term debt at June 30, 2014 and December 31, 2013 because no demand for payment is anticipated in the near term. The officer has waived his right to collect on ~~Leased~~the ~~Property~~payable during 2014.

Year	Amount
2013	29,973
2014	119,019
2015	122,610
2016	94,515

OnSTOCKHOLDERS’ ~~February~~DEFICIT 29, 2012, Vision entered into a Sale Leaseback Agreement with Total Transportation Services, Inc. (TTSI) of Rancho Dominguez, California. The lease is payable in forty eight (48) monthly installments of Seven Thousand Nine hundred Thirty-two-dollars ($7,932) starting on November 30, 2012.

12During the six months ended June 30, 2014, the Company issued a total of 33,199,080 shares of its common stock: 6,572,902 shares valued at $343,037 for accrued interest payable of $131,456 to QIF, resulting in a loss on debt extinguishment of $211,581; 25,814,372 shares valued at $589,127 in conversion of notes payable of $277,840 and accrued interest payable of $7,008, reduction of debt discount of $42,475, resulting in a loss on debt extinguishment of $346,753; 311, 806 shares valued at $17,266 for services; and 500,000 shares valued at $9,100 for conversion of preferred stock, resulting in a loss of $9,500. For the six months ended June 30, 2014, the total loss on the issuance of common stock for the extinguishment of debt and conversion of preferred stock was $567,834.

~~Quick~~During ~~Link~~the six months ended June 30, 2013, the Company issued a total of 1,063,819 shares valued at $33,800 for conversion of notes payable and accrued interest payable, 300,000 shares were issued to ~~Table~~each of ~~Contents~~three individuals in payment of commissions for brokering a loan facility with QIF, and 250,000 shares were issued to three individuals for payment of investment banking services.

~~Minimum~~In ~~future~~May ~~lease~~2014, ~~payments~~the ~~obligation~~holder onof ~~the~~100,000 ~~leased~~shares ~~equipment~~of ~~mentioned~~preferred ~~above~~stock converted those shares into 500,000 asshares of ~~September~~the 30Company’s common stock. The common shares were valued at market, ~~2013~~or $9,100, isresulting asin ~~follows:~~a loss on the conversion of $9,500.

~~Schedule of Lease Payments on Leased Equipment~~7.

Year	Amount
2013	110,048
2014	95,184
2015	95,184
2016	78,962

SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

~~Note~~During 10the ~~Notes~~six ~~Payable~~months ended June 30, 2014 and 2013, the Company paid no amounts for income taxes or interest.

~~Table~~During ~~below~~the ~~describes~~six ~~all~~months ~~current~~ended ~~debentures~~June ~~and~~30, ~~note~~2014, ~~payables~~the asCompany ofhad ~~June~~the ~~30,~~following ~~2013~~non-cash investing and ~~December~~financing ~~31, 2012~~activities:

~~Schedule of Debentures and Notes Payable~~·

			Outstanding principal
	Issue Date	Interest Rate	2013	2012
Current portion notes payable
TTSI Lease	2/29/2012	15%	95,184	95,184
Asher 6	6/26/2012	8%		32,500
TTSI	8/22/2012	8%	50,000	50,000
QIF Malta 1 Ltd	9/12/2012	8%	500,000	500,000
Asher 7	12/13/2012	8%		53,000
QIF Malta 1 Ltd	2/4/2013	8%	693,333
Total current portion notes payable			1,338,517	730,684
TTSI Lease	2/29/2012	15%	185,446	185,446
Tangiers Investment	7/11/2013	10%	50,000
Tangiers Investment	8/26/2013	10%	50,000
Asher #8	9/10/2013	8%	90,000
QIF Malta 1 Ltd	2/4/2013	8%	596,667
Total non-current portion notes payable			$972,113	$185,446

Increased debt discount and additional paid-in capital by $406,975 for the beneficial conversion feature of new convertible notes payable.

On February 29, 2012, Vision entered into a Sale Leaseback Agreement with Total Transportation Services, Inc. (TTSI) of Rancho Dominguez, California (see Note 9.) The lease is payable in forty eight (48) monthly installments of Seven Thousand Nine hundred Thirty-two-dollars ($7,932) starting on November 30, 2012. The current portion of the lease liability is $95,184; the long term portion is $185,446.·

OnIncreased ~~August~~common ~~22,~~stock ~~2012~~by ~~the~~$25,814, ~~Company~~increased ~~entered~~additional ~~into~~paid-in acapital ~~secured~~by ~~convertible promissory note for~~ $50563,~~000~~312, ~~with~~decreased ~~Total~~debt ~~Transportation~~discount ~~Services~~by ~~(TTSI).~~$42,475, ~~The~~decreased ~~convertible~~notes ~~note~~payable ~~matures~~by ~~on August 22~~$277,840 ~~2013~~ and ~~bears~~decreased anaccrued interest ~~rate~~payable ofby ~~8%.~~$7,008 ~~The~~for ~~note~~the isconversion ~~collateralized~~of byconvertible ~~the~~notes ~~Company’s~~payable ~~Kenworth~~to ~~Series~~common ~~T800~~stock, ~~Glider;~~which ~~and~~resulted ~~security~~in ~~interests~~a inloss ~~all~~on ~~copy~~extinguishment ~~rights~~of ~~and~~debt ~~patents~~of $346,753.

On September 12, 2012, the Company entered into a loan agreement with QIF Malta 1 Ltd in the amount of $500,000, bearing interest rate of 8% and maturing on September 12, 2013, without a conversion feature.·

13Increased common stock by $6,573, increased additional paid-in capital by $336,464 and decreased accrued interest by $131,456 for the conversion of accrued interest to common stock, which resulted in a loss on extinguishment of debt of $211,581.

~~Quick Link to Table of Contents~~·

OnIncreased ~~January~~notes 8,payable ~~2013,~~and ~~the~~decreased ~~Company~~accounts ~~entered~~payable ~~into~~and aaccrued ~~convertible~~expenses ~~loan~~by ~~arrangement with Black Mountain Equities, Inc. for~~ $5560,000, ~~earning~~for ~~interest~~debt atissued ~~the~~for ~~rate~~accounts ~~of 8% per annum~~payable.

On February 4, 2013, the Company entered into a new agreement with QIF Malta 1 Ltd., for a principal sum of $1,290,000 USD, PLUS the previous loan amount of $500,000 USD (of September 12, 2012 date), which included outstanding interest, pursuant to a new Loan Agreement (“New Loan”). The outstanding principal balance of the New Loan bears interest at the rate of eight percent (8%) per annum and does not specify a conversion feature. The total amount due of $1,790,000 USD, plus outstanding interest, is payable to QIF in three equal installments on October 31, 2013, November 30, 2013, and June 30, 2014. The New Loan also includes a non-dilution clause, applied to QIF and to five other entities that collectively hold a 57% majority interest in Vision. As of September 30, 2013, the Company has received $1,290,000 of the loan amount, of which $693,333 is considered as current and $596,667 is long term.·

OnIncreased ~~July11~~common stock by $500, ~~2013~~increased additional paid-in capital by $9,100 ~~the~~and ~~Company~~decreased ~~executed~~preferred astock ~~10%~~by ~~convertible~~$100 ~~promissory~~for ~~note~~conversion ~~with~~of ~~Tangiers~~preferred ~~Investor~~stock ~~Group~~to common stock, ~~LLC~~which resulted in ~~the~~a ~~principal~~loss ~~amount~~ of $529,500 ~~due July 14, 2014~~.

OnDuring ~~August 26, 2013,~~ the ~~Company~~six ~~entered~~months ~~into~~ended aJune ~~convertible~~30, ~~loan agreement with Tangiers Investor Group~~2013, ~~LLC in~~ the ~~amount~~Company ofhad ~~$52,500,~~the ~~bearing~~following ~~interest~~non-cash ~~rate~~investing ~~of 10%~~ and ~~maturing~~financing ~~on August 14, 2014.~~activities:

~~Note 11 Research and Development Costs~~ 12

~~The~~Table ~~Company is currently designing and developing several Class 8 and terminal tractor prototypes for usage in and around the port facilities. Some~~ of them will have alternative uses as demonstration models, anticipated to be used at trade shows and marketing events. Successful testing of our modifications will result in a salable unit, retaining a future value. Therefore we have capitalized our prototypes in property and equipment on our balance sheet.Contents

~~Note 12 Going Concern Issue~~·

~~The~~Increased ~~Company’s~~common ~~cash~~stock ~~and~~by ~~available credit are not sufficient to support its operations for the next year. Accordingly~~$1,064, ~~management~~increased ~~needs to seek~~ additional ~~financing.~~paid-in Oncapital ~~January~~by 29$32, ~~2013~~736, ~~the~~decreased ~~Company~~notes ~~entered~~payable ~~into~~by ~~an engagement agreement with investment bankers~~$32,500 ~~Colebrooke~~and ~~Capital,~~decreased ~~Inc.,~~accrued tointerest ~~serve~~payable asby ~~its strategic and financial advisor. Colebrooke~~$1,300 asfor ~~advisor, was brought on to assist~~ the ~~Company~~conversion ~~with its objective~~ of ~~securing~~convertible ~~financing~~notes ofpayable up to $5common ~~million in connection with operational expansion and strategic initiatives~~stock.

~~As of September 30, 2013, the Company has an accumulated deficit of ($23,741,896)~~8. These financial statements have been prepared on the basis that adequate financing will be obtained. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Note~~COMMITMENT 13AND ~~Subsequent~~CONTINGENCIES ~~Events~~

~~Management~~On ~~has~~April ~~evaluated~~1, ~~events~~2013, ~~subsequent to~~ the ~~balance~~Company ~~sheet~~entered ~~date~~into ~~for~~a ~~the~~39-month ~~nine~~lease ~~months~~agreement ~~ended~~for ~~September~~its ~~30,~~corporate ~~2013,~~headquarters ~~through~~in ~~November~~Long 14Beach, ~~2013,~~California. The ~~and~~rent ~~determined that there~~ is no$4,850 ~~material~~per ~~events~~month ~~that~~for ~~have~~the ~~occurred that~~first ~~would~~six ~~require~~months; ~~adjustments~~$9,991 tofor orthe ~~disclosure~~second inyear; ~~our~~$10,291 ~~Consolidated~~for ~~Financial~~the ~~Statements. Management~~third ~~has also considered all accounting pronouncements issued subsequent to~~ year; ~~end~~ and do$10,607 ~~not~~for ~~expect~~the tofinal ~~have~~three ~~any~~months ~~retroactive restatement~~ of ~~these financial statements as a result of~~ the ~~subsequent~~lease ~~implementation of any new accounting principles~~term.

~~On November 13, 2013, the Company issued a press release announcing that it has executed a final contract with South Coast~~ 9.

14SUBSEQUENT EVENTS

~~Quick~~Management ~~Link~~has evaluated subsequent events according to ~~Table~~the requirements of ~~Contents~~ASC TOPIC 855, and has reported the following:

~~Air~~The ~~Quality~~Company ~~Management~~has ~~District~~scheduled ~~(SCAQMD)~~a ~~for~~special ameeting ~~"Zero~~of ~~Emission~~shareholders ~~Cargo~~to ~~Transportation"~~be ~~demonstration~~held at the offices of the Company on August 22, ~~partially~~2014. The ~~funded~~purpose ~~through~~of athe USmeeting ~~Department~~is to obtain shareholder approval to amend the Company’s articles of ~~Energy~~incorporation ~~Grant~~to inincrease the ~~amount~~number of ~~$958~~authorized shares of common stock to 10,~~120~~000,000,000 shares.

15On July 7, 2014, the Company issued 5,059,091 shares of its common stock to a lender in conversion of debt principal of $11,130.

~~Quick~~On ~~Link~~July 8, 2014, the Company issued 750,000 shares of its common stock to ~~Table~~an investor in conversion of ~~Contents~~preferred stock of $150.

~~ITEM~~On July 8, 2014, the Company issued 2,777,778 shares of its common stock to a lender in conversion of debt principal of $5,000.

~~MANAGEMENT’S~~On ~~DISCUSSION~~July ~~AND~~14, ~~ANALYSIS~~2014, ~~AND~~the ~~RESULTS~~Company OFissued ~~OPERATION~~6,333,333 shares of its common stock to a lender in conversion of debt principal of $13,300.

~~The~~On ~~following~~July ~~discussion~~14, ~~should~~2014, bethe ~~read~~Company inissued ~~conjunction~~5,000,000 ~~with~~shares ~~our~~of ~~financial~~its ~~statements~~common ~~and~~stock ~~the~~to ~~notes~~a ~~thereto.~~lender in conversion of debt principal of $7,500.

~~Forward-Looking~~On ~~Statements~~July 15, 2014, the Company issued 5,090,476 shares of its common stock to a lender in conversion of debt principal of $8,570 and accrued interest payable of $2,120.

~~This~~On ~~quarterly~~July ~~report contains forward-looking statements relating to us that are based on the beliefs of our management as well as assumptions made by~~22, ~~and information currently available to~~2014, ~~our management. When used in this Report,~~ the ~~words~~Company ~~“anticipate”,~~issued ~~“believe”~~6, ~~“estimate”~~900,000 ~~“expect”,~~shares ~~“intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view~~ of usits ~~concerning~~common ~~future~~stock ~~events and are subject~~ to certain risks, uncertainties and assumptions, including among many others: our potential inability to raise additional capital, the possibility that third parties hold proprietary rights that preclude us from marketing our products, the emergence of additional competing technologies, changes in domestic and foreign laws, regulations and taxes, changes in economic conditions, a ~~general~~lender ~~economic downturn, a downturn~~ in ~~the~~conversion ~~securities markets, Securities and Exchange Commission regulations which affect trading in the securities~~ of ~~“penny~~debt ~~stocks,”~~principal ~~and other risks and uncertainties. Should any~~ of ~~these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Report as anticipated, estimated or expected~~$690.

~~Use~~On August 4, 2014, the Company issued 4,244,032 shares of ~~Certain~~its ~~Defined~~common ~~Terms~~stock to a lender in conversion of debt principal of $8,000.

~~Except~~On asAugust ~~otherwise~~4, ~~indicated~~2014, by the ~~context,~~Company ~~references~~issued ~~in this report to “Vision” “we~~7,~~” “us~~200,”000 orshares ~~“our”~~of ~~and~~its ~~the~~common ~~“Company”~~stock ~~are~~to ~~references~~a tolender ~~the~~in ~~business~~conversion of ~~Vision~~debt ~~Industries~~principal ~~Corp~~of $720.

~~Use~~On August 5, 2014, the Company issued 6,333,333 shares of USits ~~GAAP~~common ~~Financial~~stock ~~Measures~~to a lender in conversion of debt principal of $11,400.

WeOn ~~use~~August US7, ~~GAAP~~2014, ~~financial measures in~~ the ~~section~~Company ofissued ~~this~~6,331,250 ~~quarterly~~shares ~~report captioned “Management’s Discussion and Analysis and Results~~ of ~~Operation.”~~its ~~All~~common ofstock ~~the~~to USa ~~GAAP~~lender ~~financial measures used by us~~ in ~~this~~conversion ~~report~~of ~~relate~~debt toprincipal ~~the inclusion~~ of ~~financial information~~$10,130.

~~Overview~~On July 11, 2014, the Company entered into a convertible promissory note in the amount of $67,500 with Beaufort Capital Partners, LLC. The note bears interest at a rate of 0% per annum and matures on July 11, 2015.

~~This~~On ~~subsection~~July of15, ~~MD&A~~2014, isthe anCompany ~~overview~~entered ofinto ~~the~~a ~~important~~convertible ~~factors~~promissory ~~that~~note ~~management~~in ~~focuses~~the onamount inof ~~evaluating~~$42,500 ~~our~~with ~~businesses~~KBM Worldwide, ~~financial~~Inc.. The ~~condition~~note ~~and~~bears ~~operating~~interest ~~performance,~~at ~~our~~a ~~overall~~rate ~~business~~of ~~strategy~~8% ~~and~~per ~~our~~annum ~~earnings~~and ~~for~~matures ~~the~~on ~~periods~~April ~~covered.~~17, 2015.

General Vision enters 2013 with a roadmap to strategically move the company from R&D to full-commercialization. The kickoff event is the execution of two (2) U.S. Department of Energy Zero-Emission Cargo Transportation (ZECT) grants. The U.S. Department of Energy (DOE) grants calls for the deployment of a fleet of four (4) Tyrano Class 8 trucks in drayage operations at the twin Ports of Los Angeles & Long Beach and a fleet of twenty (20) Tyrano Class 8 trucks at the Port of Houston for a period of two (2) years. Both grants are cost-shares between the DOE and the primary recipient.13

~~The~~Table ~~California-based DOE grant will be administered by the South Coast Air Quality Management District, where Vision is the primary recipient~~ of the grant. Total Transportation Services, Inc. (TTSI), Vision’s launch customer, will be the test drivers for the duration of the grant. Upon the completion of the demonstration, the vehicles will be the property of Vision.Contents

~~The~~ITEM ~~Texas-based~~2: ~~DOE~~MANAGEMENT’S ~~grant~~DISCUSSION ~~will~~AND beANALYSIS ~~administered~~OF byFINANCIAL ~~the~~CONDITION ~~Houston-Galveston~~AND ~~Area~~RESULTS ~~Council,~~OF ~~where Total Transportation Services, Inc., is the primary recipient of the grant. Vision, a sub-recipient of the grant, will receive a purchase order from TTSI for the DOE funded trucks.~~OPERATIONS

~~Contract~~The ~~negotiations~~following ~~are~~discussion ~~still~~should ~~on-going~~be ~~with~~read ~~both~~in ~~administrative~~conjunction ~~agencies. In~~with ~~the~~our ~~meantime,~~financial ~~Vision~~statements ~~has been actively working to assemble~~ and ~~complete crucial technology validation requirements, which are part and parcel of~~ the ~~Scope~~notes ~~of Work for the Los Angeles-based grant~~thereto.

AsForward ~~previously~~Looking mentioned in last quarter’s 10-Q filing, Vision will use the DOE funded fleets to fine-tune the designs, components, control strategy and general safety of its 3rd Generation Tyrano model, otherwise called the commercial build. Statements

InThis ~~order~~quarterly report contains forward-looking statements relating to ~~fund~~us that are based on the ~~company~~beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this Report, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s ~~cost-share,~~current ~~Vision~~view isof ~~actively~~us ~~working~~concerning ~~with~~future ~~its~~events ~~Swiss~~and ~~Institutional~~are ~~Investors~~subject to certain risks, uncertainties and ~~other~~assumptions, including among many others: our potential inability to raise additional capital, the possibility that third parties hold proprietary rights that preclude us from marketing our products, the emergence of additional competing technologies, changes in domestic and ~~international~~foreign ~~investment~~laws, ~~groups~~regulations onand taxes, changes in economic conditions, a ~~variety~~general ofeconomic ~~deal~~downturn, ~~structures~~a ~~that~~downturn isin ~~both~~the ~~attractive~~securities ~~(to~~markets, ~~institutions)~~Securities and ~~least-dilutive~~Exchange toCommission ~~its~~regulations ~~current~~which affect trading in the securities of “penny stocks,” and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Report as anticipated, estimated or expected.

16Use of Certain Defined Terms

~~Quick~~Except ~~Link~~as otherwise indicated by the context, references in this report to ~~Table~~“Vision” “we,” “us,” or “our” and the “Company” are references to the business of ~~Contents~~Vision Industries Corp.

~~shareholder~~Use ~~base. Due to its current market capitalization, Vision is somewhat restricted on the amount~~ of ~~equity~~GAAP ~~financing~~Financial ~~that it can arrange.~~Measures

InWe ~~the~~use ~~3rd~~GAAP ~~Quarter~~financial ofmeasures ~~2013,~~in ~~Vision~~the ~~has~~section ~~also~~of ~~continued~~this ~~its~~quarterly ~~joint-development~~report ~~collaboration~~captioned ~~with Balqon Corporation (OTCBB: BLQN) and Cargotec USA, to develop the world~~“Management’s ~~first~~Discussion ~~fuel~~and ~~cell~~Analysis ~~electric~~and ~~(FCE)~~Results ~~Terminal~~of ~~Tractor, the Zero-TT~~Operation. ~~The~~” ~~FCE~~All ~~Zero-TT~~of ~~will~~the beGAAP ~~built~~financial onmeasures ~~Cargotec’s~~used ~~Kalmar Ottawa 4x2 chassis (110” wheelbase), made electric~~ by ~~Balqon,~~us ~~and~~in ~~then~~this ~~upgraded~~report ~~with~~relate ~~Vision’s fuel cell technology for its range extension capabilities. At its current pace, Vision is looking forward~~ to ~~having a working prototype in~~ the ~~2nd~~inclusion ~~or 3rd Quarter~~ of ~~2014~~financial information.

~~Employees~~Overview

AsThis subsection of ~~September~~MD&A ~~30,~~is ~~2013,~~an ~~there~~overview ~~were~~of ~~six~~the ~~(6)~~important ~~full~~factors ~~time~~that ~~employees~~management ~~and~~focuses ~~two~~on ~~(2)~~in ~~consultants~~evaluating atour ~~Vision~~businesses, ~~Industries~~financial ~~Corp. This~~condition ~~includes~~and ~~the~~operating ~~officers~~performance, ~~who~~our ~~run~~overall business strategy and our earnings for the ~~corporation~~periods covered.

~~Critical~~General ~~Accounting Policies~~

The ~~preparation~~company’s ofmission ~~our~~statement ~~financial~~is ~~statements requires management~~ to ~~make~~“develop ~~estimates~~zero-emission ~~and~~transportation ~~assumptions~~solutions ~~that~~for ~~affect~~ the ~~reported~~21st ~~amounts~~century. of“ To ~~assets~~achieve ~~and~~this ~~liabilities~~mission, ~~the~~Vision ~~disclosure~~has ofinternally ~~contingent~~organized ~~assets~~itself ~~and~~to ~~liabilities~~focus aton ~~the~~fuel ~~date~~cell ofvehicle ~~the~~technology ~~financial statements,~~ and ~~the~~hydrogen ~~reported amounts of revenues and expenses during the reporting period~~fueling. ~~Our~~ ~~actual~~With ~~results~~that ~~could~~as ~~differ~~a ~~from~~backdrop, ~~those~~Vision ~~estimates. To~~has beengaged asin ~~accurate~~numerous ~~with~~“well-to-wheel” ~~our~~national ~~estimates~~initiatives assince ~~possible,~~the webeginning ~~use~~of ~~our~~the ~~historical~~year. ~~data~~Center to ~~forecast~~the ~~our~~Company’s ~~future~~efforts ~~results. Deviations from our projections~~ are ~~addressed~~the ~~when~~awarded ~~our~~government ~~financials~~grants. ~~are~~Vision ~~reviewed~~has onwon atwo ~~monthly~~(2) ~~basis~~U. ~~This~~S. ~~allows~~Department usof toEnergy begrants ~~proactive~~($4.4MM in ~~our~~total) ~~approach~~ to ~~managing~~put ~~our~~demonstration ~~business. It~~fleets ~~also~~of ~~allows~~fuel uscell toelectric ~~rely~~Class on8 ~~proven~~trucks ~~data~~at ~~rather~~the ~~than~~Ports ~~having~~of toHouston ~~make~~and ~~assumptions~~Los ~~regarding our estimates~~Angeles.

~~Management~~Vision ~~does~~Motor ~~not~~Corporation, ~~believe~~the ~~that~~Company’s ~~our~~fuel ~~actual~~cell ~~results~~vehicle ~~are~~division, ~~related~~entered to2014 ~~any~~with ~~sensitivity~~its inon-road ~~estimates~~Class ~~made~~8 byfuel ~~management. The~~cell ~~year-end~~electric ~~consistency~~truck, ofthe ~~our~~Tyrano™, ~~results~~on ~~has~~the ~~shown~~verge ~~that~~of ~~our~~commercialization. ~~prior~~The ~~year~~Company’s ~~historical~~other ~~data~~vehicle istype, a Class 8 terminal tractor, the ~~best~~Zero-TT™, ~~projector~~is ofstill ~~our~~in ~~future~~the ~~results~~prototyping stage.

~~Income~~To ~~Taxes~~cover its portion in the cost-share grants, Vision has been actively involved raising capital through European and domestic contacts. In the meantime, Vision has funded its day-to-day operations through short-term convertible notes.

The ~~Company~~Vehicle utilizes a liability approach to financial accounting and reporting for income taxes. The difference between the financial statement and tax bases of assets and liabilities is determined annually. Deferred income tax assets and liabilities are computed for those differences that have future tax consequences using the currently enacted tax laws and rates that apply to the periods in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax asset accounts to the amounts that will more likely than not be realized. No valuation allowance was deemed necessary by management as of September 30, 2013. Income tax expense is the current tax payable or refundable for the period, plus or minus the net change in the deferred tax asset and liability accounts. Business

~~Impairment~~Vision entered 2014 with a roadmap to strategically move the company’s on-road Class 8 fuel cell electric big rig, the Tyrano™, from R&D to full-commercialization. The kickoff event is the execution of two (2) U.S. Department of Energy Zero-Emission Cargo Transportation (ZECT) grants. The U.S. Department of Energy (DOE) grants calls for the deployment of a fleet of four (4) Tyrano Class 8 trucks in drayage operations at the twin Ports of Los Angeles & Long Beach and a fleet of twenty (20) Tyrano Class 8 trucks at the Port of Houston for a period of two (2) years. Both grants are cost-~~Lived~~shares ~~Assets~~between the DOE and the primary recipient.

~~Accounting~~During ~~Standards~~the ~~Codification~~1st ~~(“ASC”)~~Quarter ~~360~~of ~~requires~~2014, ~~that~~Vision ~~long-lived~~reported ~~assets~~holding ~~and~~a ~~certain~~Customer ~~identifiable~~Requirements ~~intangibles~~meeting, ~~held~~with ~~and~~its ~~used~~launch bycustomer, anTotal ~~entity~~Transportation beServices, ~~reviewed~~Inc. ~~for~~(TTS-I). The ~~impairment~~meeting ~~whenever~~signified ~~events or changes in circumstances indicate that~~ the ~~carrying~~official ~~amount~~kickoff of ~~an asset may not be recoverable. We assess~~ the ~~potential~~Los ~~impairment of long~~Angeles-~~lived~~based ~~assets,~~DOE ~~principally property and equipment~~grant, ~~whenever~~where ~~events~~Vision ~~or changes in circumstances indicate that the carrying value may not be recoverable. We determine if there~~ is ~~impairment by comparing undiscounted future cash flows from~~ the ~~related~~primary ~~long-lived assets with their respective carrying values~~recipient. Since ~~In determining future cash flows~~then, ~~significant~~Vision’s ~~estimates~~Engineering ~~are~~Team ~~made~~has bycompleted usthe ~~with~~system ~~respect~~design tofor ~~future operating results of~~ the ~~restaurant~~pre-commercial ~~over its remaining lease term. If assets are determined to be impaired~~build, the ~~impairment~~template ~~charge~~for ~~is measured by calculating~~ the ~~amount~~100-unit bypurchase ~~which~~order ~~the~~from ~~asset carrying amount exceeds its fair value~~TTS-I. ~~This~~The ~~process~~Team ofis ~~assessing~~now ~~fair~~engaged ~~values~~in ~~requires~~ the ~~use~~validation ofphase ~~estimates and assumptions, which are subject to a high degree~~ of ~~judgment. If these assumptions change in~~ the ~~future,~~development ~~we may be required to record impairment charges for these assets~~cycle. The ~~adoption of ASC 360 has not materially affected the Company’s reported earnings, financial condition or cash flows.~~

1714

~~Quick Link to~~ Table of Contents

~~Results~~Company also reports its progress quarterly to the South Coast Air Quality Management District (SCAQMD), the administrators of ~~Operations~~the Los Angeles-based DOE grant.

The ~~following~~Houston-Galveston ~~table~~Area ~~provides~~Council a(H-GAC), ~~summary~~the ofgrant administrator and Total Transportation Services, Inc., the ~~results~~primary ofrecipient, ~~operations~~are ~~for~~still ~~our~~negotiating ~~last~~the ~~two~~Houston-based ~~full~~DOE ~~fiscal~~grant. Vision ~~years~~is a sub-recipient in the Houston-based grant.

~~Table~~In ~~1.0~~the ~~Summary~~2nd Quarter of ~~Results~~2014, Vision continued its joint-development collaboration with Balqon Corporation (OTCBB: BLQN) and Cargotec USA, to develop the world’s first fuel cell electric (FCE) Terminal Tractor, the Zero-TT. The FCE Zero-TT will be built on Cargotec’s Kalmar Ottawa 4x2 chassis (110” wheelbase), made electric by Balqon, and then upgraded with Vision’s fuel cell technology for its range extension capabilities. Currently, the electrification of ~~Operations~~the prototype vehicle is still being completed at Balqon.

PERIOD	REVENUE	TOTAL EXPENSES	NET INCOME (LOSS)
September 30, 2013	0	$4,135,022	($4,135,022)
September 30, 2012	$26,450	$4,162,943	($4,136,398)
December 31, 2012	$26,545	$5,292,209	($5,265,664)
December 31, 2011	$764,157	$7,208,341	($6,444,184)

Creating Intellectual Property

~~Liquidity~~On June 12, 2014, Vision Industries Corporation announced that it would introduce its “Intelligent Range Extender” system in its next generation Class 8 trucks, originally designed for short-haul cargo transportation. Coined, Intelligent Range Extension (IREx™), IRExTM is the integration of GPS and ~~Capital~~Fleet ~~Resources~~Management Software to build an optimal fuel cell-profile that governs the electric drivetrain, fuel cell and battery management systems. The end result is a zero-emission transportation fleet that optimizes its energy consumption per mile.

AsThis ofsystem ~~September~~will ~~30,~~be ~~2013,~~designed weto ~~had~~interface ~~cash~~with any fleet management system used to date and ~~cash~~is ~~equivalents~~intended to be integrated into future Terminal Operation Software to further streamline and improve the overall efficiency of ~~$45,862~~ Drayage Fleet Operation.

~~Results~~Future ofBusiness ~~Operations for the nine months ended September 30, 2013 and 2012~~Opportunities

On April 21, 2014, Vision delivered six (6) electric bikes to the Boston Police Department. The ~~following~~bikes ~~tables~~are ~~set~~prototype ~~forth~~electric ~~key~~bikes, ~~components~~to ofbe ~~our~~used ~~results~~by ofPolice ~~operations~~units for ~~the~~crowd ~~periods~~control ~~indicated,~~or patrolling in ~~dollars~~areas where vehicle traffic is restricted. Vision will evaluate the results of this test and analyze market opportunities before entering this field of business. The electric bicycles are currently being marketed by vBike, LLC.

~~Table~~On 2April 30, 2014, Vision was notified that its proposal to build a fuel cell-electric refuse truck has won Phase 1 approval by the U.0S. ~~Comparison~~Department of ~~our~~Energy's ~~Statement~~SBIR/STTR Program (DOE FOA 0001406). Under the proposal, Vision Industries will be collaborating with the City of ~~Operations~~Santa Monica's (California) Public Works Division, where the Fuel Cell Electric Refuse Truck will be placed in demonstration service. The project aims to measure and demonstrate operational cost-effectiveness, emission reduction and commercial viability of a heavy-duty fuel cell electric vehicle in refuse service. If the Company’s demonstration proposal is selected for Phase 2 funding, the DOE will award Vision with a $1MM grant to develop the FCE refuse truck. The City of Santa Monica would be the potential launch customer.

		September 30, 2013		September 30, 2012
		Unaudited		Unaudited		Change	%Change
Revenue	$	0	$	26,545	$	(26,545)	-100.00%
Direct Costs		0		0		0	-100.00%
Net Revenue		0		26,545		(26,545)	-100.00%
Operating expenses:
Research and development		7,999		5,012		2,987	59.60%
General & administrative		958,489		838,060		120,429	14.37%
Equity based compensation		2,899,713		3,177,907		(278,194)	-8.75%
Depreciation/amortization expense		94,838		82,985		11,853	14.28%
Total operating expenses		3,961,039		4,103,964		(142,925)	-3.48%
Loss before other income (expense)		(3,961,039)		(4,077,419)		116,380	-2.85%
Other income (expense):
Miscellaneous Income		129,830		20,522		109,308	100.00%
Forgiveness of Debt		37,012		5,725		31,287	100.00%
Legal Settlement		(185,000)				(185,000)	100.00%
Miscellaneous Expense				(555)		555
Interest expense		(155,825)		(85,873)		(69,952)	81.46%
Rental Income				1,200		(1,200)	100.00%
Total other income (expense)		(173,983)		(58,981)		(115,002)	194.98%
Net Loss	$	(4,135,022)	$	(4,136,400)	$	1,378	-0.03%
Loss per share: basic and diluted	$	(0.05)	$	(0.04)	$	0.00
Weighted average number of common shares outstanding: basic and diluted		84,984,026		51,870,217

On May 13, 2014, Vision held second-round talks with a top-tier Canadian Energy Solutions Company to prototype a fleet Tyrano™ trucks at a remote mining site in Northern Canada. The mining site has a massive wind turbine facility which can produce hydrogen through an electrolyzer. With the capability to produce on-site hydrogen, the mining company hopes to eliminate the need for shipping large quantities of diesel fuel (to the remote site) before onset of winter. During the winter season, the shipping lanes are usually frozen. In attendance, were also government officials from Natural Resources Canada and Industry Canada. An official request for proposal from the Canadian Energy Solutions Company is expected sometime in the 4^th Quarter of this year.

~~Revenues.~~Government WePolicy had no revenues in the nine months ended September 30, 2013 which is a 100% decrease compared to $26,545 of revenues for the nine months ended September 30, 2012. These revenues over the first nine months of 2012 represent our consulting arrangements.Initiatives

~~Operating~~In ~~Expenses.~~the ~~Expenses~~second ~~decreased~~quarter byof ~~$116~~2014,~~380~~ Vision made concerted efforts to ~~$3,961,039,~~participate ~~for~~in shaping Hydrogen policy at the ~~nine~~state-level. The ~~months~~Company ~~ended~~attended ~~September~~policy ~~30,~~meetings ~~2013~~at ~~compared~~the California Air Resources Board (CARB) and the California Energy Commission (CEC) to ~~4,103,964~~insure ~~for~~favorable ~~September~~outcomes ~~30,~~at ~~2012~~the following programs:

Income (Loss) from Operations. For the nine month periods ended September 30, 2013 and September 30, 2012, we incurred losses before other income and expenses of $3,961,039 and $4,077,419 respectively. This significant loss from operations is primarily attributable to our equity based compensation coupled with our lack of significant revenues.·

18Hybrid Voucher Incentive Program (HVIP). The HVIP is a first-come, first-served voucher program whose cash value at participating dealerships, range from $8,000 to $45,000 for the purchase of each eligible new hybrid or electric truck or bus. In August of 2014, the California Air Resources Board, the administrators of the program, is expected to increase the voucher amount to $110,000 for heavy-duty fuel cell electric vehicles operating in disadvantaged communities. Vision expects to qualify its Class 8 Tyrano™ by the end of the year. The inclusion of Vision’s FCEVs into the program would make the net purchasing cost of the Company’s vehicles comparable to that of a traditional diesel truck, thus increasing the probability of costumer uptake.

~~Quick Link to Table of Contents~~·

~~Net~~Advanced ~~Loss.~~Technology AsFreight aDemonstration ~~result~~Projects. This ofnewly-formed ~~the~~program ~~factors~~has ~~described~~earmarked ~~above,~~$20MM ~~net~~- ~~loss decreased from~~ $~~4,136,400~~25MM for ~~the~~a ~~nine~~large-scale ~~months~~zero-emission ~~ended~~drayage ~~September~~truck ~~30,~~demonstration. Vision ~~2012~~has tobeen ainvited ~~net~~to ~~loss of $4,135,022 for~~ the ~~nine~~California ~~months~~Air ~~ended~~Resources ~~September~~Board ~~30, 2013.~~

~~Inflation~~ 15

~~Inflation~~Table ~~does not materially affect our business or the results~~ of ~~our operations.~~ Contents

~~Recent~~headquarters, ~~Accounting~~to ~~Pronouncements~~provide input regarding the program’s language and its implementation. Vision intends to submit an application to put a sizable fleet of FCEVs in Southern California. This fleet will be used to test new configurations of the Tyrano™. The solicitation window is expected to open in the 4th Quarter of 2014.

The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during this quarter. The Company has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.·

~~Off~~Alternative and Renewable Fuel and Vehicle Technology Program (ARFVTP). The ARFVTP is a competitive grant program administered by the California Energy Commission (CEC) that provides up to $100 million annually towards the development of innovative transportation and fuel technologies that help California meet its energy, clean air, and climate-~~Balance~~change ~~Sheet~~goals. The ~~Arrangements~~2014-2015 funding allotment for medium-duty and heavy-duty alternative vehicles is $24,873,512. Vision has been actively working with the CEC on shaping the program policy for heavy-duty FCE trucks. The solicitation window is expected to open in the 3th Quarter of 2014.

~~We do not have any off-balance arrangements.~~Employees

~~ITEM~~Currently, 3there are six (6) full-time employees, one (1) part-time employee and one (1) contract personnel on our payroll at Vision Industries Corp. This includes the officers and directors who manage the corporation.

~~QUANTITATIVE~~Critical ~~AND~~Accounting ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Policies

~~The~~Our ~~Company~~discussion ~~does~~and ~~not~~analysis of our financial condition and results of operations are based upon our financial statements, which have ~~exposure~~been prepared in accordance with accounting principles generally accepted in the United States of America or GAAP. The preparation of these financial statements requires us to ~~many~~make ~~market~~estimates ~~risks~~and judgments that affect the reported amounts of assets, ~~such~~liabilities, asrevenues ~~potential~~and ~~loss~~expenses, ~~arising~~and ~~from~~related ~~adverse~~disclosures ~~change~~of incontingent ~~market~~assets ~~rates~~and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and ~~prices~~equipment, ~~such~~intangible asassets, ~~foreign~~deferred ~~currency~~tax ~~exchange~~assets and ~~interest~~fair ~~rates~~value computation using the Black Scholes option pricing model. We dobase ~~not~~our ~~hold~~estimates ~~any~~on ~~derivatives~~historical orexperience and on various other ~~financial~~assumptions, ~~instruments~~such ~~for~~as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or ~~speculative~~conditions; ~~purposes~~however, we believe that our estimates, including those for the above-described items, are reasonable.

~~ITEM~~Use 4.of Estimates

~~CONTROLS~~In ~~AND~~accordance ~~PROCEDURES~~with GAAP, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates and assumptions relate to recording net revenue, collectability of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors. Management believes it has exercised reasonable judgment in deriving these estimates. Consequently, a change in conditions could affect these estimates.

~~Evaluation~~Income ~~of Disclosure Controls and Procedures.~~Taxes

~~The~~We ~~Company~~account ~~maintains~~for ~~disclosure~~income ~~controls~~taxes using the asset and ~~procedures~~liability ~~(as~~method. Under ~~defined~~the inasset ~~Rule~~and ~~13a-15(e)~~liability ~~under~~method, ~~the~~deferred ~~Securities~~tax ~~Exchange~~assets ~~Act~~and ofliabilities ~~1934,~~are asrecognized ~~amended)~~for ~~that~~the ~~are~~future ~~designed~~tax consequences attributable to ~~ensure~~differences ~~that~~between ~~information~~the ~~required~~financial tostatement becarrying ~~disclosed~~amounts inof ~~the~~existing ~~Company’s~~assets ~~Securities~~and ~~Exchange~~liabilities ~~Act~~and ~~reports~~their isrespective ~~recorded,~~tax ~~processed,~~bases. Deferred ~~summarized~~tax assets and ~~reported~~liabilities ~~within~~are ~~the~~measured ~~time~~using ~~periods~~enacted ~~specified~~tax rates expected to apply to taxable income in ~~SEC~~the ~~rules~~years ~~and~~in ~~forms~~which ~~and~~those ~~that~~temporary ~~such~~differences ~~information~~are isexpected ~~accumulated~~to be recovered or settled. The effect on deferred tax assets and ~~communicated~~liabilities toof ~~the~~a ~~Company’s~~change ~~management,~~in astax ~~appropriate,~~rates tois ~~allow~~recognized ~~timely~~in ~~decisions~~income ~~regarding~~in ~~required~~the ~~disclosure~~period that includes the enactment date.

~~The Company’s management has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report.~~ Stock-Based ~~upon that evaluation, management has concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.~~Compensation

~~Changes~~Stock-based incompensation ~~Internal~~is ~~Controls~~measured at the grant date based on the value of the award granted using the Black-Scholes option pricing model, and recognized over ~~Financial~~the ~~Reporting~~period in which the award vests. For stock awards no longer expected to vest, any previously recognized stock compensation expense is reversed in the period of termination. The stock-based compensation expense is included in general and administrative expenses.

WeRecently ~~had~~Issued noAccounting significant changes in our internal controls during the nine months ended September 30, 2013. Management concluded that there has been no change in our internal control over financial reporting during the period ended September 30, 2013, that has materially affected or is reasonably likely to affect our internal control over financial reporting.Pronouncements

19No new accounting pronouncements were issued during the six months ended June 30, 2014 and through the date of filing this report that we believe are applicable or would have a material impact on our financial statements.

~~Quick Link to Table of Contents~~16

~~PART~~Table IIof ~~– OTHER INFORMATION~~Contents

~~ITEM~~RESULTS 1OF OPERATIONS – THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2014 COMPARED TO THE THREE AND SIX MONTHS ENDED JUNE 30, 2013

~~LEGAL~~Research ~~PROCEEDINGS~~and Development

~~Vision~~Research /and ~~Russell~~development ~~Miller~~expenses increased by $6,069 to $8,524 in the three months ended June 30, 2014 from $2,455 in the three months ended June 30, 2013. Research and development expenses increased by $12,225 to $14,854 in the six months ended June 30, 2014 from $2,629 in the six months ended June 30, 2013. At this time, much of our efforts are focused on grant milestones for the Los Angeles-based DOE grant, and we currently defer labor and other costs to projects in progress on our balance sheet rather than expensing the costs to research and development.

AsGeneral ~~previously~~and ~~reported~~Administrative ~~in our Quarterly Report on Form 10-Q for the six months ended June 30, 2013, on April 4, 2012, Mr.~~Expenses

~~Russell~~General ~~Miller~~and ~~commenced~~administrative ~~litigation~~expenses ~~against~~decreased ~~the~~by ~~Company~~$51,868 ~~Martin~~to ~~Schuermann~~$258,915 ~~(current~~in ~~Director~~the ~~and~~three ~~corporate~~months ~~secretary~~ended ~~and~~June ~~treasurer~~30, of2014 ~~Vision)~~from $310,783 ~~Lawrence~~in ~~Weisdorn~~the three months ended June 30, 2013. General and ~~Allan~~administrative ~~Legator~~expenses ~~(former~~decreased ~~officer~~by of$322,979 ~~Vision)~~to $350,100 in the ~~Superior~~six ~~Court~~months ofended ~~the~~June ~~State~~30, of2014 ~~California~~from $673,079 ~~County~~in ofthe ~~Los~~six ~~Angeles~~months ~~(Case~~ended NoJune 30, 2013. The ~~BC482212)~~decrease ~~alleging~~in ~~Breach~~general ofand ~~Contract,~~administrative ~~Wrongful~~expenses ~~Termination~~in the current year is due primarily to our deferring certain costs and ~~other~~expenses ~~claims.~~to Onprojects ~~April~~in 2,progress ~~2013, Mr~~and to decreases in salaries and professional fees.

~~Miller~~Equity ~~and~~Based ~~the Company, Martin Schuermann and Allan Legator entered into a Settlement Agreement and, on May 10, 2013, a request~~Compensation

~~for~~Equity-based ~~Dismissal~~compensation ~~was~~expense ~~filed~~decreased by Mr$1,342,320 to $(539,652) in the three months ended June 30, 2014 from $802,668 in the three months ended June 30, 2013. Equity-based ~~Miller’s~~compensation ~~attorneys~~expense decreased by $1,537,220 to $9,022 in the six months ended June 30, 2014 from $1,546,242 in the six months ended June 30, 2013. During the three months we had a change in our estimate of equity-based compensation, resulting in a credit balance. We amortize the value of equity-based compensation over the periods the awards vest. As a result the compensation expense may vary from period to period as vesting periods end. In addition, we have not recently granted equity based compensation awards and have few outstanding awards at June 30, 2014.

~~ITEM~~Depreciation 2and Amortization Expense

~~UNREGISTERED~~Depreciation ~~SALES~~and OFamortization ~~EQUITY~~decreased ~~SECURITIES~~by ~~AND~~$7,134 ~~USE~~to OF$33,222 ~~PROCEEDS~~ in the three months ended June 30, 2014 from $40,356 in the three months ended June 30, 2013. Depreciation and amortization decreased by $3,954 to $66,378 in the six months ended June 30, 2014 from $70,332 in the six months ended June 30, 2013. Much of the decrease is due to our not acquiring new property and equipment during 2014 and to more of our property and equipment being fully depreciated.

~~Except~~Other asIncome ~~specified below, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.~~(Expense)

~~Set~~Miscellaneous ~~forth~~income ~~below~~(expense) is ~~information~~not ~~regarding~~material to our results of operations. Miscellaneous expense was $3,066 in the ~~issuance~~three ~~and~~months ~~sales~~ended June 30, 2014 compared to miscellaneous income of ~~Vision~~$119 ~~Industries~~in ~~Corp.’s~~the ~~common~~three ~~stock~~months ~~without~~ended ~~registration~~June ~~under~~30, 2013. Miscellaneous expense was $1,654 in the ~~Securities~~six ~~Act~~months ended June 30, 2014 compared to miscellaneous income of ~~1933~~$30 ~~during~~in the ~~nine~~six months ended ~~September~~June 30, 2013.

a)Interest expense increased by $93,288 to $140,575 in the three months ended June 30, 2014 from $47,287 in the three months ended June 30, 2013. Interest expense increased by $146,899 to $244,308 in the six months ended June 30, 2014 from $97,409 in the six months ended June 30, 2013. We continue to fund our operations primarily with debt, with resultant increases in interest expense.

OnWe ~~January~~reported 3,a ~~2013,~~loss ~~Asher~~on ~~Enterprise~~legal ~~exercised~~settlement ~~its~~of ~~conversion~~$185,000 ~~rights~~in tothe ~~643,087~~three ~~shares~~months ofand ~~common~~six ~~stock~~months ended June 30, ~~pursuant~~2013. We tohad ano ~~convertible~~such ~~note~~loss in the ~~amount~~three ofmonths ~~$20~~and six months ended June 30,~~000~~ 2014.

b)We reported a loss on extinguishment of debt of $233,493 in the three months ended June 30, 2014 compared to a gain on extinguishment of debt of $21,586 in the three months ended June 30, 2013. We reported a loss on extinguishment of debt of $567,834 in the six months ended June 30, 2014 compared to a gain on extinguishment of debt of $37,012 in the six months ended June 30, 2013. Generally, the loss on extinguishment of debt results from the conversion of debt to equity where we record the issuance of our common stock at current market prices and the debt conversion prices are discounted from market prices, resulting in a difference that is recorded as a loss on extinguishment of debt.

OnNet ~~January 10, 2013, Asher Enterprise exercised its conversion rights to 420,732 shares of common stock, pursuant to convertible note in the amount of $12,500.~~Loss

c)As a result, we reported a net loss for the three months ended June 30, 2014 of $138,143, compared to a net loss of $1,366,844 for the three months ended June 30, 2013. We reported a net loss for the six months ended June 30, 2014 of $1,254,150, compared to a net loss of $2,537,649 for the six months ended June 30, 2013.

On February 4, 2013, 300,000 shares were issued to each of three individuals for payment in lieu for commission for the brokering of a loan facility arrangement with QIF, for a total of 900,000 shares of common stock.17

d)Table of Contents

OnLiquidity ~~April~~and ~~29,~~Capital ~~2013, a total of 250,000 shares were issued to three individuals for payment in lieu for investment banking consultations~~Resources

~~ITEM~~As 3of June 30, 2014, we had a working capital deficit of $1,944,098 and a total stockholders’ deficit of $1,834,449. Our cash balance at June 30, 2014 was $7,249, and we are dependent on our ability to continue to raise funds primarily through debt financing.

~~DEFAULTS~~During ~~UPON~~the ~~SENIOR~~six ~~SECURITIES~~months ended June 30, 2014, we used net cash of $519,682 in operating activities as a result of our net loss of $1,254,150 and increases in project in process of $221,739, inventory of $7 and prepaid expenses and other current assets of $23,784, partially offset by non-cash expenses totaling $818,508, and an increase in accounts payable and accrued expenses of $161,490.

~~None~~By comparison, during the six months ended June 30, 2013, we used net cash of $965,203 in operating activities as a result of our net loss of $2,537,649 and increases in inventory of $43,751, prepaid expenses and other current assets of $32,286 and a decrease in accounts payable and accrued expenses of $49,218, partially offset by non-cash expenses totaling $1,693,442 and a decrease in trade deposits of $4,259.

~~ITEM~~Net 4cash used in investing activities in the six months ended June 30, 2014 was $200 for an increase in other assets. Net cash used in investing activities in the six months ended June 30, 2013 was $115,806, comprised of purchase of property and equipment of $79,836 and increase in other assets of $35,970.

~~MINE~~Net ~~SAFETY~~cash ~~DISCLOSURES~~provided by financing activities during the six months ended June 30, 2014 was $516,548, comprised of proceeds from notes payable of $520,200, partially offset by payment of stock issuance costs of $3,652. Net cash provided by financing activities during six months ended June 30, 2013 was $1,292,000, comprised of proceeds from notes payable of $1,345,000, partially offset by principal payments on notes payable of $53,000.

~~Not~~The ~~Applicable~~accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate any revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon, among other factors, raising additional capital. The Company has obtained funds from its shareholders and from lenders since its inception, and believes this funding will continue and will provide the additional cash needed to meet the Company’s obligations as they become due, and will allow the development of its business plan.

ITEM 53. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~OTHER~~Not ~~INFORMATION~~applicable.

20ITEM 4. CONTROLS AND PROCEDURES

~~Quick~~Evaluation ~~Link~~of toDisclosure ~~Table~~Controls ofand ~~Contents~~Procedures

~~ITEM~~We 6maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer that it files under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions as appropriate to allow timely decisions regarding required disclosure. The Company’s chief executive officer and chief financial officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.

~~EXHIBITS~~As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Exhibit No.	Description
3.1	Articles of Incorporation Filed on September 20, 2007 as Exhibit 3(i) to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
3.2	Amended and Restated Articles of Incorporation Filed on September 20, 2007 as Exhibit 3(ii) to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
3.3	Amended and Restated Articles of Incorporation Filed on September 20, 2007 as Exhibit 3(iii) to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
3.4	Articles of Amendment to Articles of Incorporation Filed on March 31, 2009 as Exhibit 3(iv) to the registrant’s Annual Report on Form 10-K (File No. 333-146209) and incorporated herein by reference.
3.5	Articles of Correction Filed on March 31, 2009 as Exhibit 3(v) to the registrant’s Annual Report on Form 10-K (File No. 333-146209) and incorporated herein by reference.
3.6	By-Laws Filed on September 20, 2007 as Exhibit 3(iv) to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
3.7	Articles of Amendment to Articles of Incorporation Filed on July 5, 2011, as Exhibit 3.7 to the Company’s Current Report on Form 8-K dated June 30, 2011, and incorporated herein by reference.
4	Form of Stock Subscription Agreement Filed on September20, 2007 as Exhibit 4 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
10.1	Joseph Scutero Subscription Agreement Filed on May December 26, 2007 as Exhibit 10.1 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
10.2	Lynnette J. Harrison Subscription Agreement Filed on December 26, 2007 as Exhibit 10.2 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
10.3	Assignment and Contribution Agreement between Cheetah Consulting, Inc. and Ice Conversions, Inc. Filed on December 29, 2008, as Exhibit 10 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.
10.4	Vision Industries Corp. 2009 Non-Qualified Stock Option Plan Filed on February 11, 2009, as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 8, 2009 and incorporated herein by reference.
10.5	Investor Relations Consulting Agreement (Redwood Consultants, LLC) Filed on February 11, 2009, as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 8, 2009 and incorporated herein by reference.
10.6	Vision Industries Corp. Amended 2009 Non-Qualified Stock Option Plan Filed on March 29, 2010, as Exhibit 10.6 to the Company’s Annual Report on Form 10-K dated March 26, 2010 and incorporated herein by reference.
14	Code of Ethics Filed on September 20, 2007 as Exhibit 14 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
23	Consent of Independent Registered Public Accounting Firm, Randall N. Drake, C.P.A. Filed on March 29, 2010 as Exhibit 23 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 333-146209) and incorporated herein by reference.
31.1	Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herein
31.2	Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herein
32	Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herein
99	Auto Assignment Filed on September 20, 2007 as Exhibit 99 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
99.3	Lawrence Weisdorn Employment Agreement Filed on December 29, 2008, as Exhibit 99.3 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.
99.4	Donald Hejmanowski Employment Agreement Filed on December 29, 2008, as Exhibit 99.4 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.
99.5	Martin Schuermann Employment Agreement Filed on December 29, 2008, as Exhibit 99.5 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.
99.6	Martin Schuermann Employment Agreement Filed on June 16, 2011, as Exhibit 99.6 to the Company’s Current Report on Form 8-K dated June 14, 2011, and incorporated herein by reference.
99.11	Jerome Torresyap Employment Agreement Filed on August 2, 2012, as Exhibit 99.12 to the Company’s Current Report on Form 8-K dated August 1, 2012, and incorporated herein by reference
99.12	QIF Malta 1 Ltd Loan Agreement February 4, 2013 Filed on February 12, 2013, as Exhibit 99.12 to the Company’s Current Report on Form 8-K dated February 4, 2013, and incorporated herein by reference
101	Financial statements from the quarterly report on Form 10-Q of Vision Industries Corp. for the nine month period ended September 30, 2013, formatted in XBRL: (i) the Balance Sheet, (ii) the Statement of Income, (iii) the Statement of Cash Flows and (iv) the Notes to the Financial Statements. Filed herewith

~~SIGNATURES~~Table of Contents

InChanges ~~accordance~~in ~~with~~Internal ~~the~~Control ~~requirements~~Over ofFinancial ~~the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~ Reporting

	VISION INDUSTRIES CORP.
Dated: November 14 , 2013	/s/ JEROME TORRESYAP
	Jerome Torresyap
	President
Dated: November 14 , 2013	/s/ MARTIN SCHUERMANN
	Martin Schuermann
	Chief Executive Officer, Secretary, Treasurer and Director
Dated: November 14 , 2013	/s/ DAVID MORENO
	David Moreno
	Acting Chief Financial Officer

There was no change to our internal controls or in other factors that could affect these controls during the three month period ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

22PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 1A. RISK FACTORS

There are no material changes from the risk factors previously disclosed in our annual report on Form 10-K filed March 31, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended June 30, 2014, the Company did not issue any unregistered shares of its common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS


Exhibit No.	Description
3.1	Articles of Incorporation Filed on September 20, 2007 as Exhibit 3(i) to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
3.2	Amended and Restated Articles of Incorporation Filed on September 20, 2007 as Exhibit 3(ii) to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
3.3	Amended and Restated Articles of Incorporation Filed on September 20, 2007 as Exhibit 3(iii) to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
3.4	Articles of Amendment to Articles of Incorporation Filed on March 31, 2009 as Exhibit 3(iv) to the registrant’s Annual Report on Form 10-K (File No. 333-146209) and incorporated herein by reference.
3.5	Articles of Correction Filed on March 31, 2009 as Exhibit 3(v) to the registrant’s Annual Report on Form 10-K (File No. 333-146209) and incorporated herein by reference.
3.6	By-Laws Filed on September 20, 2007 as Exhibit 3(iv) to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
3.7	Articles of Amendment to Articles of Incorporation Filed on July 5, 2011, as Exhibit 3.7 to the Company’s Current Report on Form 8-K dated June 30, 2011, and incorporated herein by reference.

Table of Contents


4	Form of Stock Subscription Agreement Filed on September20, 2007 as Exhibit 4 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
10.1	Joseph Scutero Subscription Agreement Filed on May December 26, 2007 as Exhibit 10.1 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
10.2	Lynnette J. Harrison Subscription Agreement Filed on December 26, 2007 as Exhibit 10.2 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
10.3	Assignment and Contribution Agreement between Cheetah Consulting, Inc. and Ice Conversions, Inc. Filed on December 29, 2008, as Exhibit 10 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.
10.4	Vision Industries Corp. 2009 Non-Qualified Stock Option Plan Filed on February 11, 2009, as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 8, 2009 and incorporated herein by reference.
10.5	Investor Relations Consulting Agreement (Redwood Consultants, LLC) Filed on February 11, 2009, as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 8, 2009 and incorporated herein by reference.
10.6	Vision Industries Corp. Amended 2009 Non-Qualified Stock Option Plan Filed on March 29, 2010, as Exhibit 10.6 to the Company’s Annual Report on Form 10-K dated March 26, 2010 and incorporated herein by reference.
14	Code of Ethics Filed on September 20, 2007 as Exhibit 14 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
23	Consent of Independent Registered Public Accounting Firm, Randall N. Drake, C.P.A. Filed on March 29, 2010 as Exhibit 23 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 333-146209) and incorporated herein by reference.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Acting Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*	Certification of Chief Executive Officer and the Acting Chief Financial Officer furnished pursuant to Section 1350 of Chapter 63 of 18 U.S.C. as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99	Auto Assignment Filed on September 20, 2007 as Exhibit 99 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.
99.3	Lawrence Weisdorn Employment Agreement Filed on December 29, 2008, as Exhibit 99.3 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.
99.4	Donald Hejmanowski Employment Agreement Filed on December 29, 2008, as Exhibit 99.4 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.
99.5	Martin Schuermann Employment Agreement Filed on December 29, 2008, as Exhibit 99.5 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.
99.6	Martin Schuermann Employment Agreement Filed on June 16, 2011, as Exhibit 99.6 to the Company’s Current Report on Form 8-K dated June 14, 2011, and incorporated herein by reference.
99.11	Jerome Torresyap Employment Agreement Filed on August 2, 2012, as Exhibit 99.12 to the Company’s Current Report on Form 8-K dated August 1, 2012, and incorporated herein by reference
99.12	QIF Malta 1 Ltd Loan Agreement February 4, 2013 Filed on February 12, 2013, as Exhibit 99.12 to the Company’s Current Report on Form 8-K dated February 4, 2013, and incorporated herein by reference
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document

Table of Contents


101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith

** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

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


	VISION INDUSTRIES CORP.

Dated: August 13, 2014		/s/Martin Schuermann
		Martin Schuermann
		Chief Executive Officer, Secretary,
		Treasurer and Director

Dated: August 13, 2014	By:	/s/ Dennis Gauger
		Dennis Gauger
		Acting Chief Financial Officer

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