UNITED STATES 
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: June 30, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to _____________ Commission File No. 333-146209


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|VISION INDUSTRIES CORP.                                          
|(Exact name of small business issuer as specified in its charter)

FLORIDA14-1908451(State or other jurisdiction of incorporation or organization)(I.R.S. Tax. I.D. No.)120 Eucalyptus Dr., El Segundo, CA  90245(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  No  o  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 o   No þ  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.oAccelerated filer.   oNon-accelerated filer.  o
(Do not check if a smaller reporting company)Smaller reporting company.  þ  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 The number of shares outstanding of each of the issuer’s classes of common stock as of June 30, 2011:  45,925,257    Quick Link to Table of Contents   TABLE OF CONTENTS  Part I – Financial Information 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 5.  Other Information Item 6.  Exhibits Signatures   2  Quick Link to Table of Contents   PART I  FINANCIAL INFORMATION   ITEM 1. FINANCIAL STATEMENTS Vision Industries Corp. Balance Sheet As of June 30, 2011 (Unaudited) and December 31, 2010 (Audited)  June 30, 2011December 31, 2010(unaudited)(Audited)ASSETSCurrent assets:Cash and cash equivalents$75,829$641,069Accounts receivable124,676-Prepaid expenses14,43426,058Trade deposits15,620111,025Supply inventory171,33811,450Total current assets401,897789,602Property and equipment, net246,996290,574Intangible assets, net319,657346,427Other assets:Security deposits & other28,60020,793Total other assets28,60020,793Total assets$997,150$1,447,397LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable and accrued expense$496,326$349,979Current portion notes payable236,000247,322Total current liabilities732,326597,301Notes payable - noncurrent portion1,100,0001,514,330Total noncurrent liabilities1,100,0001,514,330Total liabilities1,832,3262,111,631Stockholders' deficit:Preferred stock, $.001 par value, 2,000,000 authorized, none issued--Common stock, $.001 par value, 498,000,000 authorized 45,925,257 and 37,320,631 issued and outstanding as of June 30, 2011, and December 31, 2010, respectively45,92537,321Additional paid in capital10,551,9507,538,658Deferred compensation(261,000)(360,188)Accumulated deficit(11,172,051)(7,880,026)Total stockholders' deficit(835,176)(664,235)Total liabilities and stockholders' deficit$997,150$1,447,397 Seeaccompanyingnotes and accountants report.  3  Quick Link to Table of Contents   Vision Industries Corp. Statement of Operations


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|----------------------------------------------------------------------- | ------------------------ | -------------------------- | - | ------------- | - | ------------- | - | -------------
|                                                                        | For the six months ended | For the three months ended
|                                                                        |                          | June 30, 2011              |   | June 30, 2010 |   | June 30, 2011 |   | June 30, 2010
|                                                                        |                          | Unaudited                  |   | Unaudited     |   | Unaudited     |   | Unaudited    
|Revenue:                                                                |                          |                            |   |               |   |               |   |              
|Sales                                                                   | $                        | 469,907                    | $ | -             | $ | 263,600       | $ | -            
|Total revenue                                                           |                          | 469,907                    |   | -             |   | 263,600       |   | -            
|                                                                        |                          |                            |   |               |   |               |   |              
|Cost of sales:                                                          |                          |                            |   |               |   |               |   |              
|Purchases                                                               |                          | 201,296                    |   | -             |   | 108,913       |   | -            
|Freight                                                                 |                          | 556                        |   | -             |   |               |   | -            
|Total cost of sales                                                     |                          | 201,852                    |   | -             |   | 108,913       |   | -            
|                                                                        |                          |                            |   |               |   |               |   |              
|Gross profit                                                            |                          | 268,055                    |   | -             |   | 154,687       |   | -            
|                                                                        |                          |                            |   |               |   |               |   |              
|Operating expenses:                                                     |                          |                            |   |               |   |               |   |              
|Research and development                                                |                          | 92,041                     |   | 206,498       |   | 75,663        |   | 116,046      
|General & administrative                                                |                          | 820,978                    |   | 630,230       |   | 399,331       |   | 257,082      
|Equity based compensation                                               |                          | 2,455,322                  |   | 1,367,097     |   | 1,356,350     |   | 409,383      
|Depreciation/amortization expense                                       |                          | 70,348                     |   | 99,906        |   | 35,174        |   | 49152        
|Total operating expenses                                                |                          | 3,438,689                  |   | 2,303,731     |   | 1,866,518     |   | 831,663      
|                                                                        |                          |                            |   |               |   |               |   |              
|Loss before other expense                                               |                          | (3,170,634)                |   | (2,303,731)   |   | (1,711,831)   |   | (831,663)    
|                                                                        |                          |                            |   |               |   |               |   |              
|Other income (expense)                                                  |                          |                            |   |               |   |               |   |              
|Forgiveness of debt income                                              |                          | -                          |   | 87,000        |   | -             |   | 73,500       
|Loss on sale of fixed asset                                             |                          | -                          |   | (19,852)      |   | -             |   | (19,852)     
|Interest expense                                                        |                          | (94,695)                   |   | (1,794)       |   | (40,300)      |   | (863)        
|Change in derivative                                                    |                          | -                          |   | (93,135)      |   | -             |   | (93,135)     
|Foreign exchange gain/(loss)                                            |                          | (26,696)                   |   | -             |   | (26,696)      |   | -            
|Total other income (expense)                                            |                          | (121,391)                  |   | (27,781)      |   | (66,996)      |   | (40,350)     
|                                                                        |                          |                            |   |               |   |               |   |              
|Net loss                                                                | $                        | (3,292,025)                | $ | (2,331,512)   | $ | (1,778,827)   | $ | (872,013)    
|                                                                        |                          |                            |   |               |   |               |   |              
|(Loss) per share basic and diluted:                                     | $                        | (0.08)                     | $ | (0.06)        | $ | (0.05)        | $ | (0.02)       
|                                                                        |                          |                            |   |               |   |               |   |              
|Weighted average number of common shares outstanding: basic and diluted |                          | 38,794,841                 |   | 36,287,152    |   | 38,794,841    |   | 36,287,152   

See accompanying notes and accountants report.  4  Quick Link to Table of Contents   Vision Industries Corp. Statement of Cash Flows  For the six months endedJune 30, 2011June 30, 2010UnauditedUnauditedCASH FLOWS FROM OPERATING ACTIVITIES:Net (loss)$(3,292,025)$(2,331,512)Adjustments to reconcile net (loss) to net cash provided (used) by operating activities:Stock-based compensation2,455,3221,367,097Depreciation and amortization70,34899,906Conversion of Asher Note212,584-Cancellation of Asher Note Derivative(210,104)-Conversion of interest on Novium Opportunity Umbrella QIF Note13,050-Foreign exchange loss26,695-Changes in operating assets and liabilities:Inventory(159,888)Accounts receivable(124,676)Trade deposits95,405Other assets(7,807)(11,136)Prepaid expense11,624(5,751)Accounts payable and accrued expense146,347362,267Cash used by operating activities(763,125)(519,138)CASH FLOWS FROM INVESTING ACTIVITIES:Sale of property and equipment1,500Purchase of property and equipment-(97,581)Cash used by investing activities-(96,081)CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on notes payable(400)-Short term borrowings200,00060,500Issuance of common stock(1,715)513,935Cash provided by financing activities197,885574,435Net decrease increase in cash and cash equivalents(565,240)(40,785)Cash and cash equivalents, beginning of period641,06966,589Cash and cash equivalents, end of period$75,829$25,804NONCASH INVESTING AND FINANCING ACTIVITIES:Issuance of common stock$8,604$-Paid in capital$2,776,532$1,813,286Deferred compensation$99,188$1,004,850Interest expense$83,139$1,794Forgiveness of debt$-$87,000Inventory$-$16,900Treasury Stock$-$7,180Sale of property and equipment$-$27,003  See accompanying notes and accountants report.  5  Quick Link to Table of Contents   VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2011 (Unaudited)  1. General background and business environment The Company was incorporated May 11, 2004 in the State of Florida with the intent of providing consulting services to the transportation industry.  In 2009 the company moved its headquarters to EL, Segundo Ca, to concentrate on the development and production of zero-emission drivetrains for heavy duty vehicles as well as high performance sports cars.  Managements immediate 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.  The Company is uniquely positioned to leverage its knowledge and experience about alternative fuels, electronic controls, hydrogen and hybrid hydrogen/electric drive systems, and hydrogen handling and refueling.  The Company intends to become part of the truly pollution free or reduced pollution solution and alternative energy conversion systems solution for todays drivers.  2. Summary of significant accounting policies Basis for Presentation In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the six months ended June 30, 2011 and 2010; (b) the financial position at June 30, 2011; and (c) cash flows for the six months ended June 30, 2011 and 2010, have been made.  The Company prepares 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 of the financial statements 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 Board of Directors; however, actual results could differ from those estimates.  Critical Accounting Policies and Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets,  On an 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-lived assets, income taxes, equity-based compensation, litigation and warranties.  The Company bases its estimates on historical and anticipated results and trends and on carious other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events.  The 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.  Cash and Cash Equivalents For 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.  6  Quick Link to Table of Contents   VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2011 (Continued)  2. Summary of significant accounting policies (continued) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization.  Significant improvements and betterments are capitalized, while maintenance and repairs are charged to operations as incurred.  When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations.  Depreciation is recorded on the straight-line basis over the estimated useful lives of the assets, which range from three to ten years.  Income Taxes 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.  Stock-Based Compensation In accordance with ASC 718-10 Share-Based Payment all forms of share-based payment (SBP) awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock 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.  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 date. 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 Assets Intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from one to fifteen years.  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 Recognition 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.  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.  7  Quick Link to Table of Contents   VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2011 (Continued)  2. Summary of significant accounting policies (continued) Research and Development Recognition Policy Research 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 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 ability to measure reliably the expenditure attributable to the asset under development; b) the product or process is technically and commercially feasible; c) its future economic benefits are probable; d) its ability to use or sell the developed asset; e) the availability of adequate technical, financial and other resources to complete the asset under development; and f) its intention to complete the intangible asset and use or sell. Capitalized development expenditure is 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 is amortized on a straight-line method over a period of not exceeding 7 years when the products 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.  Effects of Recent Accounting Pronouncements There are no recently issued accounting standards that are expected to have a material impact on the Companys consolidated results of operations, financial position or cash flows. We have considered accounting standards issued by FASB through Accounting Standard Update No. 2011-04, Fair Value Measurement.  Per Share Computations Basic net earnings per share is 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.   8  Quick Link to Table of Contents   VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2011 (Continued)  3. Property and equipment Property and equipment at June 30, 2011 and December 31, 2010 consist of the following:  June 30, 2011December 31, 2010Automobiles$11,238$11,238Computers5,1395,139Furniture and fixtures1,5501,550Office equipment1,0001,000Shop equipment44,03444,034Production prototypes526,753526,753589,714589,714Less accumulated depreciation(342,718)(299,140)$246,996$290,574  Property and equipment are stated at cost whereas production prototypes are stated at net realizable value.  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 production prototypes uses the straight-line method over five to seven years, however, the prototypes are evaluated on a yearly basis for impairment due to changes in estimates or net realizable value.  Depreciation expense for the six months ended June 30, 2011 and  June 30, 2010 was $43,578 and $82,712 respectively.  4. Intangibles Intangible assets at June 30, 2011 and December 31, 2010 consist of the following:  June 30, 2011December 31, 2010Beginning Balance$346,427$480,015Additions-50,800Amortization26,77013,385Impairment-(150,000)Charge$319,657$346,427  Amortization expense for the six months ended June 30, 2011 and June 30, 2010 was $26,770 and $17,194.  Impairment of Indefinite Lived Intangibles and Goodwill As part of our annual impairment analysis, it was determined that the carrying amount of the Companys indefinite lived intangible assets was impaired due to a change in estimates of future revenue streams and cashflows associated with the intellectual property acquired from ICE and a write down in the Intangibles of $150,000 was recognized in December, 2010. Since this asset was acquired from ICE the write down was off set against the related liability to ICE.  5. Accrued expenses Accounts payable and accrued expenses at June 30, 2011 and December 31, 2010 were $496,326 and $349,979, respectively and included operating expenses.  At June 30, 2011, the accrued expenses consist mainly of salary and payroll liabilities totaling $284,263.  9  Quick Link to Table of Contents   VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2011 (Continued)  6. Income Tax The Company is subject to taxation in the U.S. and various state jurisdictions. As of December 31, 2010 the Companys tax years for 2007, 2008 and 2009 are subject to examination by the tax authorities. With few exceptions, as of December 31, 2010, the Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2007.  The Companys actual tax rate varies from the statutory rate (federal and state) due to utilization of full valuation allowances.  As of June 30, 2011, the Company notes that ASC 740-10 has had no material changes.  7. Stockholders equity On December 31, 2010, there were 37,320,631 shares of common stock issued and outstanding  On January 7, 2011 the Company issued 78,333 shares of common stock subject to the restrictions of SEC Rule 144 to Casale Alliance, LLP per agreement for legal services to be performed on behalf of the company for the first quarter of 2011.  During the months of January and February, 2011, Asher Enterprises, Inc. converted its $60,000 convertible note into common stock.  The total number of shares converted during this period totaled 740,516.  See note 8 below for additional detail on Asher note conversions.  On June 6th, 2011 the Company issued 300,000 shares of common stock for financial advisory services pursuant to the executed engagement letter signed on May 19, 2011 between the Company and Cappello Capital Corp.  On June 6th, 2011 the Company issued 500,000 shares as finders fees for current capital raises.  On June 30th 2011, the Company issued 6,985,777 shares to Novium Opportunity Umbrella SICAV PLC-Quality Investment Fund (Novium Opportunity Umbrella QIF) upon conversion of their 300,000 Euro loan and accrued interest to common stock.  In addition to the share conversion the company incurred a foreign exchange loss on the Euro note conversion totaling $26,696.  On June 30, 2011, and pursuant to the authority given to the Board of Directors vested in it by the provisions of its Articles of Incorporation, as amended, and Florida Statutes, the Board of Directors, by action in writing pursuant to Section 607.0821 of the Florida Business Corporation Act, adopted a resolution creating a series of 2,000,000 Preferred Shares, par value $0.001, designated as Series A Preferred Shares.   These Series A Preferred shares are non-voting, shall be entitled to receive annual dividends at the rate of $0.10 per Series A Share, are convertible into five (5) Common Shares for each Series A Share converted, and must be converted on the third anniversary of the issue Date or the date the Share Price reaches $5.00 per share.  On June 30, 2011, there were 45,925,257 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.  10  Quick Link to Table of Contents   VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2011 (Continued)  8. Debenture Financing On June 23, 2010, to obtain funding for working capital, the Company entered into securities purchase agreement with Asher Enterprises, Inc. (Asher) pursuant to which the Company agreed to issue it 8% Convertible Debentures for an aggregate purchase price of $60,000.  The Debenture bears interest at 8% per annum and matures 9 months from the date of issuance on March 24, 2011. The Debenture will be convertible at the option of the holder at any time after 90 days into shares of common stock, at a conversion price equal to 61% of the market price paid per share. In connection with the issuance of this convertible debenture the Company has determined that the terms of the convertible debenture include a down-round provision under which the conversion price could be affected by future equity offerings undertaken by the Company until the 9 month anniversary of such convertible debenture.  In accordance with ASC Topic 815 Derivatives and Hedging, the convertible instrument is accounted for as a liability at the date of issuance and adjusted to fair value through earnings at each reporting date. The Company has recognized a derivative liability of $82,807 at the date of issuance. The loss, resulting from the increase in fair value of this convertible instrument was $150,922 in derivative liability for the year ended December 31, 2010. The fair value was estimated on the date of grant using the Black-Scholes option-pricing model using the following weighted-average assumptions: expected dividend yield of 0%; expected volatility of 266%; risk-free interest rate of 2.3% and an expected holding period of nine months.  On January 3, 2011, the Company was notified by Asher Enterprises Inc. (Asher) that it was converting $15,000 of the $60,000 note outstanding stock at $0.1444 per share based on the formula laid out in section 1.2(a) of the note, which is the average of the 3 lowest prices multiplied by 61%.  This conversion resulted in the issuance of 103,878 shares to Asher and left a balance on the note of $45,000.  On January 18, 2011, the Company was notified by Asher that it was converting an additional $8,000 of the $45,000 note outstanding at $0.1017 per share based on the formula laid out in section 1.2(a) of the note, which is the average of the 3 lowest prices multiplied by 61%.  This conversion resulted in the issuance of 78,663 shares to Asher and left a balance on the note of $37,000.  On February 3, 2011, the Company was notified by Asher that it was converting an additional $10,000 of the $37,000 note outstanding at $0.0741 per share based on the formula laid out in section 1.2(a) of the note, which is the average of the 3 lowest prices multiplied by 61%.  This conversion resulted in the issuance of 134,953 shares to Asher and left a balance on the note of $27,000.  On February 16, 2011, the Company was notified by Asher that it was converting an additional $10,000 of the $27,000 note outstanding at $0.0695 per share based on the formula laid out in section 1.2(a) of the note, which is the average of the 3 lowest prices multiplied by 61%.  This conversion resulted in the issuance of 143,885 shares to Asher and left a balance on the note of $17,000.  On February 24, 2011, the Asher notified the Company that the remaining note outstanding for $17,000 plus interest of $2,400 would be fully converted into stock at $0.0695 per share based on the formula laid out in section 1.2(a) of the note, (i.e., the average of the 3 lowest prices multiplied by 61%).  This final conversion resulted in the issuance of an additional 279,137 shares to Asher and completed the note transaction between Asher and the Company.   11  Quick Link to Table of Contents   VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2011 (Continued)  9. Commitment and contingencies The Company has entered into two leases for the corporate offices and a production facility.  The lease on the on the corporate offices and the production facility expire January 31, 2012.   Monthly base rent is $1,992 and $8,323, respectively.   Minimum future lease payments on the corporate offices and production facilities are as follows for leases in place as of June 30, 2011:  2011$61,890201210,315Total$103,150  On April 8, 2011, Vision Industries, Corp. (Vision) commenced litigation against Lawrence Weisdorn and Donald Hejmanowski as well as ICE Conversions, Inc. (collectively the Defendants).   Weisdorn and Hejmanowski are former employees and executives of Vision.  The litigation includes causes of action for alleged breach of fiduciary duty, fraud, conversion and unfair competition (amongst other causes) as charged by Vision against the Defendants.  10. Notes Payable On May 7, 2009 Donald Hejmanowski, then Vice President of Corporate Communications, lent the Company $50,000.  After a partial payment of $14,000, a balance remains of $36,000 which is due and payable.  On December 28, 2010 the Company borrowed $500,000 from QIF Malta 1 Ltd.  The note bears simple interest of 5% per annum and matures on December 28, 2012. The company has classified the QIF Malta note as part of non-current liabilities with a balance of $500,000 at December 31, 2010.  On January 31, 2011 the Company executed a unsecured short term promissory note with Juha Halttunen for $200,000.  The note contains interest of 9% and both principal and accrued interest are due and payable on December 15, 2011.  Juha Halttunen received 500,000 warrants at a $0.25 per share purchase price and an additional 500,000 warrants at a $0.40 per share purchase price. In return for the loan, the Company will issue 100,000 shares of common stock and 250,000 warrants at $0.25 per share purchase price to C&M Capital  On June 20, 2011, the Novium Opportunity Umbrella SICAV PLC-Quality Investment Fund, (Novium Opportunity Umbrella QIF) elected to convert its loan to the company into common stock as of June 30th, 2011.  Table below describes all current and non-current debentures and notes payable as of June 30, 2011 and December 31, 2010:  Remaining years to MaturityInterest RateOutstanding principalIssue DateJun2011Dec2010Current portion notes payableM.M.E.D., L.L.C.6/23/20090-$                0$                0Asher Enterprises Inc. (Asher Note)6/23/201008%-60,000Asher Note derivative liability6/23/20100--150,922Donald Hejmanowski5/7/20090-36,00036,000Executive advance7/29/20100-0400Juah Hultenen1/31/201109%200,000-Total current portion notes payable236,000247,322Non-current portion of notes payableQuality Investment Fund10/8/2010012%0414,330Quality Investment Fund11/18/20101.3312%600,000600,000QIF Malta 1 Ltd12/28/20101.505%500,000500,000Total non-current portion notes payable$ 1,100,000$   1,514,330  12  Quick Link to Table of Contents   VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2011 (Continued)  11. Research and development costs The Company is currently designing and developing several Class8 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.  See Note 3 for further discussion on the carrying value of these prototypes.  12. Going concern issue The Companys cash and available credit are not sufficient to support its operations for the next year.  Accordingly, management needs to seek additional financing.  As stated above, on July 8, 2010, the Company entered into a non-exclusive placement agreement with Stonegate Securities, Inc., a Texas corporation, to raise capital via a private placement to be executed in the near future.  Due to current global sentiment towards alternative energy and fuel efficiency in the HEV/EV markets, management is in active discussions with Stonegate about the potential to raise approximately $10,000,000-$12,000,000 in 2011 to fund continued development and commercialization of products in the heavy duty truck market.  As of June 30, 2011, the Company has an accumulated deficit of $11,172,051.  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.  13. Subsequent events On July 22, 2011, the Company delivered its first Zero Emission Hydrogen Fuel Cell-Electric Class 8 Heavy-Duty-Truck to Total Transportation Services Inc. (TTSI).  TTSI will test the Companys zero emission truck in real world revenue service, in and around the Ports of Los Angeles and Long Beach.  This test project is funded jointly by the Company and the Ports of Long Beach and Los Angeles through Californias South Coast Air Quality Management Districts Technology Advancement Program (TAP).  Management has evaluated events subsequent to the balance sheet date for the six months ended June 30, 2011, through August 10, 2011, and determined that there are no other material events that have occurred that would require adjustments to or disclosure in our Consolidated Financial Statements.   Management has also considered all accounting pronouncements issued subsequent to year end and do not expect to have any retroactive restatement of these financial statements as a result of the subsequent implementation of any  new accounting principles.    13  Quick Link to Table of Contents   ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION  The following discussion should be read in conjunction with ourfinancial statementsand the notes thereto.  Forward-Looking Statements  This quarterly report contains forward-looking statements relating to us that are based on the 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 current view of us concerning future 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 economic downturn, a downturn in the securities markets, Securities and Exchange Commission regulations 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.  Use of Certain Defined Terms  Except as otherwise indicated by the context, references in this report to Vision we, us, or our and the Company are references to the business of Vision Industries Corp.  Use of GAAP Financial Measures  We use GAAP financial measures in the section of this quarterly report captioned Managements Discussion and Analysis and Results of Operation. All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.  Overview  This subsection of MD&A is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.  General We are a company focused on marketing zero-emission vehicles to a variety of alternative energy and green-minded individuals, OEM dealer networks, as well as for sale to end-user consumers. We are uniquely positioned to leverage our knowledge and experience about alternative fuels, electronic controls, hydrogen and hybrid hydrogen/electric drive systems, and hydrogen handling and refueling. We intend to become part of the truly pollution free or reduced pollution solution and alternative energy conversion systems solution for todays drivers. We believe that a substantial commercial market will begin to develop for these products over the next two (2) to seven (7) years. However, we also believe that these Vehicles will reach significant production volumes only if fuel cell and hydrogen-based vehicles and hydrogen fueling products enter the marketplace in sufficient quantities to create a demand for a broad network of hydrogen fueling stations owned and operated by Vision or others. A number of automotive and industrial manufacturers are developing alternative clean power systems using fuel cells or clean burning gaseous fuels in order to decrease fuel costs, lessen dependence on crude oil, and reduce harmful emissions. Our products for the clean power market, featuring off-the-shelf components that provide fuel storage, fuel delivery, and electronic vehicle control systems, will compete directly with other OEM offerings. The current market for our vehicles is the emerging world market for passenger, fleet, industrial, and military vehicles powered by fuel cells and hybrid engines using hydrogen. Vision plans to continue the development of our electric/hydrogen hybrid vehicles to meet market opportunities. We are focusing our alt-fuel enabling technology marketing efforts on North America, particularly Southern California. Vision plans to continue the development of our products to meet market opportunities. Vision also plans to expand our capabilities and products to new customers. Our Board of Directors believes that our sales and revenue will continue to grow as we fulfill our existing contractual relationships with ports of Long beach and Los Angeles. In order to expand our operations, we may need to raise cash from sources other than our operations. Our only other source for cash at this time is investment by others in the Company.  During the fourth quarter of 2010 and  14  Quick Link to Table of Contents   the first half of 2011, we raised $1.7 million in short and long term notes to fund current operations. Our future financial success will be dependent on the success of our expansion, which may take years to complete, and our future cash flows, if any, are impossible to predict at this time. The realization value from any expansion is largely dependent on factors beyond our control such as the market for our services. Employees  As of June 30, 2011, there were eight (8) full time employees and two (2) consultants at Vision Industries Corp.  This includes the officer/director who runs the corporation.  Critical Accounting Policies  The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Our actual results could differ from those estimates.  To be as accurate with our estimates as possible, we use our historical data to forecast our future results.  Deviations from our projections are addressed when our financials are reviewed on a monthly basis.  This allows us to be proactive in our approach to managing our business.  It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.  Management does not believe that our actual results are related to any sensitivity in estimates made by management.  The year-end consistency of our results has shown that our prior years historical data is the best projector of our future results.  Income Taxes  The Company 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 June 30, 2011.  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.  Impairment of Long-Lived Assets  Accounting Standards Codification (ASC) 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  We assess the potential impairment of long-lived assets, principally property and equipment, whenever events 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 long-lived assets with their respective carrying values. In determining future cash flows, significant estimates are made by us with respect to future operating results of the restaurant over its remaining lease term. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets. The adoption of ASC 360 has not materially affected the Companys reported earnings, financial condition or cash flows.   15  Quick Link to Table of Contents   Results of Operations  The following table provides a summary of the results of operations for our last two full fiscal years.  Table 1.0 Summary of Results of Operations


|                  |         |                 |                  
|----------------- | ------- | --------------- | -----------------
|PERIOD            | REVENUE | TOTAL EXPENSES  | NET INCOME (LOSS)
|June 30, 2011     | 469,907 | $     3,438,689 | $     (3,292,025)
|June 30, 2010     | -       | $     2,303,731 | $     (2,331,512)
|December 31, 2010 | 24,962  | $     4,488,618 | $     (4,579,749)
|December 31, 2009 | -       | $     3,117,560 | $     (3,309,387)

Liquidity and Capital Resources  As of June 30, 2011, we had cash and cash equivalents of $75,829.  On October 1, 2010 the Company entered into a convertible 12% convertible promissory note for $414,300 with Novium Opportunity Umbrella QIF.  Interest is due quarterly.  In exchange for arranging this financing, the Company issued 800,000 shares to CK for bringing the investor to the Company.  In addition, the Company issued CK affiliates 2,100,000 warrants, at $.10 per share.  On November 15, 2010 the Company was engaged by the City of Long Beach through the Long Beach Harbor Department to develop and place into demonstration service one hydrogen fuel cell/plug-in electric class 8 on-road truck (TYRANOTM) and one hydrogen fuel cell/plug-in zero emission terminal tractor (ZETT).  This project will demonstrate zero emission heavy-duty vehicles in cargo handling and short haul drayage operations within the San Pedro Bay Ports.  The contract provides for City of Long Beach and City of Los Angeles (the joint ports) Technology Advancement Program (TAP) Funding in the amount of $425,000.  TAP was created as part of the joint ports Clean Air Action Program to accelerate the verification or commercial availability of new, clean technologies that are applicable to the port industry and result in significant reductions of diesel particulate matter, nitrogen oxides, sulfur oxides and other pollutants.  On November 15, 2010, the Company entered into a convertible 12% convertible promissory note for $600,000 with Novium Opportunity Umbrella QIF.  Interest is due quarterly.  On December 28, 2010 the Company borrowed $500,000 from QIF Malta 1 Ltd.  The note bears simple interest of 5% per annum and matures on December 28th, 2012.  On January 31, 2011 the Company executed a unsecured short term promissory note with Juha Halttunen for $200,000.  The note contains interest of 9% and both principal and accrued interest are due and payable on December 15, 2011.   16  Quick Link to Table of Contents   Results of Operations for the six months ended June 30, 2011 and 2010  The following tables set forth key components of our results of operations for the periods indicated, in dollars.  Table 2.0 Comparison of our Statement of Operations


|                                                                        |   |                  |   |               |   |           |  |        
|----------------------------------------------------------------------- | - | ---------------- | - | ------------- | - | --------- |  | -------
|                                                                        |   | Six months ended |   |               |   |          
|                                                                        |   | June 30, 2011    |   | June 30, 2010 |   |           |  |        
|                                                                        |   | Unaudited        |   | Unaudited     |   | Change    |  | %Change
|Revenue                                                                 | $ | 469,907          | $ | -             | $ | 469,907   |  | 100%   
|Cost of goods sold                                                      |   | 201,852          |   | -             |   | 201,852   |  | 100%   
|Gross Profit                                                            |   | 268,055          |   | -             |   | 268,055   |  | 100%   
|                                                                        |   |                  |   |               |   |           |  |        
|Operating expenses:                                                     |   |                  |   |               |   |           |  |        
|Research and development                                                |   | 92,041           |   | 206,498       |   | (114,457) |  | -55%   
|General & administrative                                                |   | 820,978          |   | 630,230       |   | 190,748   |  | 33%    
|Equity based compensation                                               |   | 2,455,322        |   | 1,367,097     |   | 1,088,225 |  | 80%    
|Depreciation/amortization expense                                       |   | 70,348           |   | 99,906        |   | (29,558)  |  | -30%   
|Total operating expenses                                                |   | 3,438,689        |   | 2,303,731     |   | 1,134,958 |  | 49%    
|                                                                        |   |                  |   |               |   |           |  |        
|Loss before other income (expense)                                      |   | (3,170,634)      |   | (2,303,731)   |   | (866,903) |  | 38%    
|                                                                        |   |                  |   |               |   |           |  |        
|Other income (expense):                                                 |   |                  |   |               |   |           |  |        
|Forgiveness of debt income                                              |   | -                |   | 87,000        |   | (87,000)  |  | -100%  
|Loss on sale of fixed assets                                            |   |                  |   | (19,852)      |   | 19,852    |  | 100%   
|Interest expense                                                        |   | (94,695)         |   | (1,794)       |   | (92,901)  |  | -5178% 
|Change in derivative                                                    |   |                  |   | (93,135)      |   | 93,135    |  | 100%   
|Foreign exchange gain/(loss)                                            |   | (26,696)         |   | -             |   | (26,696)  |  | -100%  
|Total other income (expense)                                            |   | (121,391)        |   | (27,781)      |   | (93,610)  |  | -337%  
|                                                                        |   |                  |   |               |   |           |  |        
|Net Loss                                                                | $ | (3,292,025)      | $ | (2,331,512)   | $ | (960,513) |  | -41%   
|Loss per share: basic and diluted                                       | $ | (0.08)           |   | (0.06)        | $ | 0.02      |  | -33%   
|Weighted average number of common shares outstanding: basic and diluted |   | 38,794,841       |   | 36,287,152    |   | 2,507,689 |  | 7%     

Revenues. We had $469,907 in revenues for the six months ended June 30, 2011, which is a 100% increase compared to the zero revenues for the six months ended June 30, 2010.  These revenues in the first half of 2011 represent our first sales of components to the Port of Los Angeles for the ongoing joint development Tyranno truck program which is designed for drayage in and out of the port. Our revenues also include a payment of $150,000 from the Port of Los Angeles for development costs asscociated with the Tyranno truck program  We believe that capital will be available through private investors and we can take advantage of the new Clean Truck Program at the Ports of Long Beach and Los Angeles, California to generate revenue.  We are also in the process of qualifying our trucks for potential State and Federal subsidy programs.  Operating Expenses.Expenses increased by $1,134,958 to $3,438,689, for the six months ended June 30, 2011 from $2,303,731 for the six months ended June 30, 2010.  The bulk of the increase is attributed to the equity based compensation awarded to consultants involved in capital raises to fund ongoing operations.  Income (Loss) from Operations. For the six month periods ended June 30, 2011 and June 30, 2010, we incurred losses before other income and expenses of $3,170,634 and $2,303,731, respectively.  This significant loss from operations is primarily attributable to our equity based compensation coupled with our lack of significant revenues.  Net Loss. As a result of the factors described above, net loss increased from $2,331,512 for the six months ended June 30, 2010 to a net loss of $3,292,025 for the six months ended June 30, 2011.  Inflation  Inflation does not materially affect our business or the results of our operations.  Recent Accounting Pronouncements  17  Quick Link to Table of Contents    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-Balance Sheet Arrangements  We do not have any off-balance arrangements.    ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  The Company does not have exposure to many market risks, such as potential loss arising from adverse change in market rates and prices, such as foreign currency exchange and interest rates.  We do not hold any derivatives or other financial instruments for trading or speculative purposes.    ITEM 4. CONTROLS AND PROCEDURES  Disclosure Controls and Procedures.  The management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to management and to the board of directors regarding the preparation and fair presentation of published financial statements.  Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Corporation; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporations assets that could have a material effect on our financial statements.  All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.  Management assessed the effectiveness of the Corporations internal control over financial reporting as of June 30, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on our assessment management believes that, as of June 30, 2011, the Corporations internal control over financial reporting is effective based on those criteria.  Changes in Internal Controls over Financial Reporting.  We had no significant changes in our internal controls during the period ended June 30, 2011.  Management concluded that there has been no change in our internal control over financial reporting during the period ended June 30, 2011, that has materially affected or is reasonably likely to affect our internal control over financial reporting.    18  Quick Link to Table of Contents   PART II  OTHER INFORMATION   ITEM 1 LEGAL PROCEEDINGS  On April 8, 2011, Vision Industries, Corp. (Vision) commenced litigation against Lawrence Weisdorn and Donald Hejmanowski as well as ICE Conversions, Inc. (collectively the Defendants).   Weisdorn and Hejmanowski are former employees and executives of Vision.  The litigation includes causes of action for alleged breach of fiduciary duty, fraud, conversion and unfair competition (amongst other causes) as charged by Vision against the Defendants.   Vision intends to enforce its rights to the fullest extent of the law through the subject litigation.   ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Except as specified below, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.  Set forth below is information regarding the issuance and sales of Vision Industries Corp.s common stock without registration under the Securities Act of 1933during the last three years.  (a) On December 15, 2008, the Board of Directors authorized the sale of up to 980,000 units (at $1.00 per unit) with each unit comprised of one common share and one-half of a transferable common share purchase warrant (a Warrant) with a minimum purchase of $25,000.00 (25,000 units) (the Offering). Each whole Warrant was exercisable into one common share for a period of 36 months from closing of this offering at a price of $1.50 per share. The Company filed a Form D with the U.S. Securities and Exchange Commission for sales under Regulation D Section 506.  Shares were sold to U.S. citizens under the Regulation D 506 exemption claimed under Section 4(2) of the Securities Act of 1933, as amended.  The terms of the Offering were amended on May 5, 2009 from $1.00 per unit to $.50 per unit, with each unit comprised of one common share and two transferable common share purchase warrants.  The first Warrant was exercisable into one common share for a period of 60 months from closing of the offering at a price of $0.75 per share. The second Warrant was exercisable into one common share for a period of 60 months from closing of the offering at a price of $1.25 per share. The Company sold 821,000 of the authorized 980,000 units for total of $410,500.00 and then closed the offering on September 15, 2009.   Broker commissions totaled $27,365.00.   The shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 as the shares were not a part of a public offering and pursuant to Rule 506 of the Rules and Regulations of the Securities Act of 1933. Each purchaser received an Offering Memorandum and the purchasers executed subscription agreements.  The offering was limited to accredited investors. The sale transactions occurred between January 26, 2009 and September 9, 2009. (b) On May 4, 2009, the Board of Directors authorized the sale of up to 5,000,000 units (at $0.50 per unit) with each unit comprised of one common share and two common share purchase warrants (Warrants). The first Warrant is exercisable into one common share for a period of 60 months from closing of this offering at a price of $0.75 per share, and the second Warrant is exercisable into one common share for a period of 60 months from closing of this offering at a price of $1.25 per share.  The minimum investment is $20,000 or 40,000 units. The Company filed a Form D with the U.S. Securities and Exchange Commission for sales under Regulation D Section 506.  Shares are being sold to U.S. citizens under the Regulation D 506 exemption claimed under Section 4(2) of the Securities Act of 1933, as amended.  These shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 as the shares were not a part of a public offering and pursuant to Rule 506 of the Rules and Regulations of the Securities Act of 1933. The Offering began on September 29, 2009 with a scheduled termination date of September 29, 2009.  The following terms of the Offering were amended on September 28, 2009: effective both immediately and retroactively, the price per unit was changed from $0.50 per unit to $0.25 per unit, increasing the number of units authorized to 10,000,000, and the offering was extended fifteen (15) days to October 15, 2009.  On October 14, 2009, the offering was extended again to November 30, 2009. The Offering was subsequently extended to June 30, 2010.  Each purchaser received an Offering Memorandum, and as of June 30, 2010, the Company had sold 7,065,200 of the authorized 10,000,000 units for total of $1,766,300 with broker commissions of $35,000. (c) On February 15, 2010, the Board of Directors awarded certain employees 260,000 shares of common stock. (d) On March 24, 2010, the Company entered into a consulting agreement with the Casale Alliance, LLP.  The company issued 22,020 shares of restricted common stock all subject to the restrictions of SEC Rule 144.  We account for stock-based compensation in accordance ASC 718-10 Share-Based Payment.  Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award. (e) On March 31, 2010 the Company entered into a business consulting agreement with Janette Minasian Pires CPA, Inc.  The Company issued 195,000 shares of restricted common stock all subject to the restrictions of SEC Rule 144. (f) On April 22, 2010 and April 30, 2010, the Company executed a contract with Del Mar Corporate Consulting, LLC and Grant Bettingen approved the issuance of 200,000 and 120,707 shares, respectively of restricted common stock subject to the restrictions of SEC Rule 144.  19  Quick Link to Table of Contents   (g) On May 7, 2010, the Company accepted the resignation of Donald Hejmanowski, Vice President Corporate Communications and Director and accepted the surrender of 1,425,000 shares common stock and the cancellation of 2,000,000 unvested stock options. These shares were historically recorded at par value and were returned at par. (h) On May 14, 2010, the Board of Directors awarded certain employees 1,500,000 shares of common stock. (i) On May 21, 2010, the Company accepted the resignation of Lawrence Weisdorn, Secretary, Treasurer, Chief Operating Officer, Chief Financial Officer and Director and accepted the surrender of 5,755,000 shares common stock and the cancellation of 2,000,000 unvested stock options. These shares were historically recorded at par value and were returned at par. (j) On July 8, 2010, the Company entered into a non-exclusive placement agreement with Stonegate Securities, Inc., a Texas corporation, to raise capital via a private placement to be executed in the near future.  In exchange for their services, the Company issued 600,000 shares of restricted common stock all subject to the restrictions of SEC Rule 144.   On November 15th, 2010 the Company issued 150,000 shares at $0.05 per share to Gerard N. Casale for legal services performed on behalf of the Company in the fourth quarter of 2010. (k) In conjunction with the consummation of the Novium Opportunity Umbrella QIF notes as well as the QIF Malta 1 Ltd note on October 8, November 15,and December 28, 2010, respectively, the Company issued  2,000,000 shares of common stock to C&M Capital for consulting services rendered with respect to the notes, in addition the Company also issued warrants totaling 7,600,000 to C&M Capital.  The related warrant expense was valued using the Black-Scholes option pricing  model at date of issuance and is being amortized over the life of the notes. The equity based compensation charge for these warrants in the fourth quarter 2010 was $659,405. (l) On January 7, 2011 the Company issued 78,333 shares of common stock subject to the restrictions of SEC Rule 144 to Casale Alliance, LLP per agreement for legal services to be performed on behalf of the company for the first quarter of 2011. (m) During the months of January and February, 2011, Asher Enterprises, Inc. converted its $60,000 convertible note into common stock.  The total number of shares converted during this period totaled 740,516. (n) On June 6th, 2011 the Company issued 300,000 shares of common stock as compensation for financing services to be rendered. (o) On June 6th, 2011 the Company issued 400,000 shares as finders fees for capital raises. (p) On June 30th 2011, the Company issued 6,985,777 shares to Novium Opportunity Umbrella QIF upon conversion of their 300,000 Euro loan to common stock.    ITEM 5 OTHER INFORMATION  (a) On June 30, 2011, and pursuant to the authority given to the Board of Directors vested in it by the provisions of its Articles of Incorporation, as amended, and Florida Statutes, the Board of Directors, by action in writing pursuant to Section 607.0821 of the Florida Business Corporation Act, adopted a resolution creating a series of 2,000,000 Preferred Shares, par value $0.001, designated as Series A Preferred Shares.   These Series A Preferred shares are non-voting, shall be entitled to receive annual dividends at the rate of $0.10 per Series A Share, are convertible into five (5) Common Shares for each Series A Share converted, and must be converted on the third anniversary of the issue Date or the date the Share Price reaches $5.00 per share. (b) There were no material changes to the procedures by which security holders may recommend nominees to our board of directors.  20  Quick Link to Table of Contents   (c)  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.                                                                         
|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 herewith                                                                                                                                                 
|31.2        | Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith                                                                                                                                                 
|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 herewith                                                                 
|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.                                                                                   
|101*        | XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.                                                                                                                                                                      

* To be furnished by amendment     SIGNATURES  In accordance with the 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 12,  2011/s/ MARTIN SCHUERMANNMartin SchuermannChief Executive Officer, President, and DirectorDated:  August 12,  2011/s/ ALLAN LEGATORAllan LegatorChief Financial Officer, Secretary, Treasurer       22