UNITED STATES 
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (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, 2009 [ ] 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.)17383 W. Sunset Blvd., Suite A290
Pacific Palisades, California 90272(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, 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, 2009:  31,776,500   Quick Link to Table of Contents  EXPLANATORY NOTE  This Amendment No. 1 to our Quarterly Report on Form 10-Q for the six months ended June 30, 2009 (the Amended 10-Q), amends our Quarterly Report on Form 10-Q for six months ended June 30, 2009, filed with the Securities and Exchange Commission on August 14, 2009 (the Original 10-Q).  This Amended 10-Q amends the Original 10-Q solely to reflect, as described below in the summary restatement, the reclassification of organizational costs to deferred compensation, recognition of costs associated with the acquisition of intangibles based on the additional costs and additional disclosure in Note 11 to the financial statements, revision of the assignment of fixed assets transaction and the revaluation of certain compensation agreements.  Except for the restatements to the financial statement , Note 11 to the financial statements, Managements Discussion and Analysis or Plan of Operation, and Controls and Procedures, no information has changed from our filing. SUMMARY RESTATEMENT  VISION INDUSTRIES CORPFINANCIAL STATEMENT ITEMS AS ORIGINALLY REPORTED AND RESTATEDFOR THE  6 MONTHS ENDED  JUNE 30, 2009OriginallyReportedAdjustmentRestatedBalance SheetCurrent assets$         13,745$                  0$        13,745Property and equipment, net704,175(b,c)74,698778,873Intangible assets, net607,025(a,b)(109,816)497,209Other assets25,962025,962$    1,350,907$       (35,118)$   1,315,789Current liabilities$    1,061,933(b)$        149,502$   1,211,435Noncurrent liability000461,510149,5021,211,435Common stock31,777031,777Additional paid in capital3,513,193(b)(1,359,388)2,153,805Deferred compensation(565,928)(a,c,d)(11,369)(577,297)Retained earnings(2,690,068)(a)1,186,137(1,503,931)$    1,350,907$       (35,118)$   1,315,789Statement of OperationsIncome$                  00$                 0Operating expenses2,699,574(b,d)(1,205,514)1,494,060Other expense800(c)18,18118,981Net loss$  (2,700,374)$  (1,187,333)$  (1,513,041) (a) Common stock issued in exchange for organizational costs was reclassified to deferred compensation. (b) The contribution of fixed assets and intellectual property for common stock was undervalued and incorrectly recorded.  Fixed assets of $74,698 and intellectual property of $(109,816), net of related depreciation and amortization have been recorded as well as a corresponding increase to additional paid in capital and a contingent liability of $150,000 to account for the potential future issuance of common stock in satisfaction of performance benchmarks. (c) Additional information on the assignment of fixed assets was obtained resulting in the recording a loss on the assignment of $18,181 (d) Additional information was obtained regarding the issuance of options and warrants which necessitated the revaluation of certain compensation agreements.  This Amended 10-Q does not reflect events occurring after the filing of the Original 10-Q and does not modify or update the disclosure in the Original 10-Q, other than the amendments noted above and the filing of updated certifications of our principal executive officer and principal financial officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 and Section 906 of the Sarbanes-Oxley Act of 2002. 2  Quick Link to Table of Contents  TABLE OF CONTENTS  Part I  Financial Information Item 1.  Financial Statements Item 2.  Managements Discussion And Analysis Or Plan 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 Shares Of Equity Securities And Use Of Proceeds Item 4.  Submission Of Matters To A Vote Of Security Holders Item 5.  Other Information Item 6.  Exhibits Signatures Exhibit Index   3  Quick Link to Table of Contents  PART I  FINANCIAL INFORMATION    ITEM 1. FINANCIAL STATEMENTS Vision Industries Corp. Balance Sheet As of June 30, 2009 (Unaudited and Restated) and December 31, 2008 (Audited and Restated)


|                                             |  |                                 |  |                                
|-------------------------------------------- |  | ------------------------------- |  | -------------------------------
|                                             |  | June 30, 2009                   |  | December 31, 2008              
|                                             |  | (Unaudited and Restated)        |  | (Audited and Restated)         
|                                            
|ASSETS                                      
|Current assets:                              |  |                                 |  |                                
|Cash and cash equivalents                    |  | $                         1,926 |  | $                           204
|Prepaid expenses                             |  | 11,819                          |  |                                
|Total current assets                         |  | 13,745                          |  | 204                            
|                                             |  |                                 |  |                                
|Property and equipment (at cost)             |  | 840,643                         |  | 259,462                        
|Less accumulated depreciation                |  | (61,770)                        |  | (20,223)                       
|Property and equipment, net                  |  | 778,873                         |  | 239,239                        
|                                             |  |                                 |  |                                
|Intangible assets, net                       |  | 497,209                         |  | 514,403                        
|                                             |  |                                 |  |                                
|Other assets:                                |  |                                 |  |                                
|Security deposits                            |  | 25,962                          |  |                                
|Total other assets                           |  | 25,962                          |  | -                              
|                                             |  |                                 |  |                                
|Total Assets                                 |  | $                 1,315,789     |  | $                   753,846    
|                                             |  |                                 |  |                                
|LIABILITIES AND STOCKHOLDERS' EQUITY        
|Current liabilities:                         |  |                                 |  |                                
|Accounts payable and accrued expense         |  | $                    755,442    |  | $                        5,570 
|Current portion notes payable                |  | 455,993                         |  | 259,931                        
|Total current liabilities                    |  | 1,211,435                       |  | 265,501                        
|                                             |  |                                 |  |                                
|Noncurrent liabilities:                      |  |                                 |  |                                
|Note payable - noncurrent portion            |  | -                               |  | 27,167                         
|Total noncurrent liabilities                 |  | -                               |  | 27,167                         
|                                             |  |                                 |  |                                
|Stockholders' equity:                        |  |                                 |  |                                
|Common stock, $.001 par value, 500,000,000   |  |                                 |  |                                
|authorized,31,776,500 issued and outstanding |  | 31,777                          |  | 29,050                         
|Additional paid in capital                   |  | 2,153,805                       |  | 447,750                        
|Deferred compensation                        |  | (577,297)                       |  | (24,732)                       
|Retained (deficit) earnings                  |  | (1,503,931)                     |  | 9,110                          
|Total stockholders' equity                   |  | 104,354                         |  | 461,178                        
|                                             |  |                                 |  |                                
|Total liabilities and stockholders' equity   |  | $                 1,315,789     |  | $                   753,846    

Seeaccompanying notes and accountant's report. 4  Quick Link to Table ofContents  Vision Industries Corp. Statement of Operations


|                                                        |                            |  |                          |  |                          |  |                   
|------------------------------------------------------- | -------------------------- |  | ------------------------ |  | ------------------------ |  | ------------------
|                                                        | For the three months ended |  | For the six months ended
|                                                        | June 30, 2009              |  | June 30, 2008            |  | June 30, 2009            |  | June 30, 2008     
|                                                        | (Unaudited and Restated)   |  | (Unaudited)              |  | (Unaudited and Restated) |  | (Unaudited)       
|Revenue:                                                |                            |  |                          |  |                          |  |                   
|Consulting income                                       | $                 -        |  | $        90,000          |  | $                 -      |  | $        90,000   
|Total revenue                                           | -                          |  | 90,000                   |  | -                        |  | 90,000            
|                                                        |                            |  |                          |  |                          |  |                   
|Operating expenses:                                     |                            |  |                          |  |                          |  |                   
|Accounting                                              | 5,410                      |  | 750                      |  | 6,785                    |  | 1,875             
|Advertising                                             | 1,020                      |  | -                        |  | 1,020                    |  | -                 
|Amortization                                            | 8,597                      |  | -                        |  | 17,194                   |  | -                 
|Automobile expenses                                     | 284                        |  | 5,097                    |  | 747                      |  | 5,424             
|Bank Charges                                            | 593                        |  | -                        |  | 1,026                    |  | -                 
|Commissions                                             | 10,000                     |  | 78,000                   |  | 10,000                   |  | 78,000            
|Depreciation expense                                    | 40,782                     |  | 3,259                    |  | 61,770                   |  | 6,518             
|Equity based compensation                               | 370,479                    |  | -                        |  | 732,735                  |  | -                 
|Insurance                                               | 4,709                      |  | -                        |  | 6,541                    |  | -                 
|Interest                                                | 58,426                     |  | 800                      |  | 58,426                   |  | 1,570             
|Legal fees                                              | (8,046)                    |  | -                        |  | 4,712                    |  | -                 
|Meals and entertainment                                 | -                          |  | 1,478                    |  | 227                      |  | 1,647             
|Office expense                                          | 119                        |  | 150                      |  | 1,486                    |  | 223               
|Officer salary                                          | 175,500                    |  | -                        |  | 379,500                  |  | -                 
|Outside services                                        | 90,469                     |  | -                        |  | 123,995                  |  | -                 
|Parking                                                 | 900                        |  | -                        |  | 1,545                    |  | -                 
|Postage and delivery                                    | 5                          |  | 85                       |  | 40                       |  | 84                
|Rent                                                    | 43,783                     |  | -                        |  | 69,803                   |  | -                 
|Repairs and maintenance                                 | (5,725)                    |  | -                        |  | 1,722                    |  | -                 
|Research and development                                | 7,580                      |  | -                        |  | 7,580                    |  | -                 
|Taxes and licenses                                      | 968                        |  | -                        |  | 1,151                    |  | 300               
|Telephone                                               | 1,941                      |  | 1,835                    |  | 4,089                    |  | 2,650             
|Transfer agent fees                                     | -                          |  | 100                      |  | -                        |  | 100               
|Travel                                                  | -                          |  | 14,208                   |  | 1,377                    |  | 17,462            
|Utilities                                               | 673                        |  | -                        |  | 878                      |  | -                 
|Total operating expenses                                | 808,178                    |  | 105,762                  |  | 1,494,060                |  | 115,853           
|                                                        |                            |  |                          |  |                          |  |                   
|Loss before nonoperating items                          | (808,178)                  |  | (15,762)                 |  | (1,494,060)              |  | (25,853)          
|Income tax expense                                      |                            |  |                          |  | 800                      |  |                   
|Loss on assignment of fixed assets                      |                            |  |                          |  | 18,181                   |  |                   
|                                                        |                            |  |                          |  |                          |  |                   
|Net loss                                                | $ (808,178)                |  | $       (15,762)         |  | $ (1,513,041)            |  | $       (25,853)  
|                                                        |                            |  |                          |  |                          |  |                   
|(Loss) per share:                                       |                            |  |                          |  |                          |  |                   
|Basic and diluted                                       | $           (0.03)         |  | $           (0.01)       |  | $           (0.05)       |  | $           (0.01)
|                                                        |                            |  |                          |  |                          |  |                   
|Weighted average number of   common shares outstanding: |                            |  |                          |  |                          |  |                   
|Basic and diluted                                       | 30,794,453                 |  | 3,500,000                |  | 31,195,003               |  | 4,550,000         

See accompanying notes and accountant's report.
  5  Quick Link to Table of Contents  Vision Industries Corp. Statement of Cash Flows


|                                                |                                      |  |                                         
|----------------------------------------------- | ------------------------------------ |  | ----------------------------------------
|                                                | For the six months ended             |  | For the six months ended                
|                                                | June 30, 2009                        |  | June 30, 2008                           
|                                                | (Unaudited and Restated)             |  | (Unaudited)                             
|CASH FLOWS FROM OPERATING ACTIVITIES:           |                                      |  |                                         
|Net (loss)                                      | $                        (1,513,041) |  | $                               (25,853)
|                                                |                                      |  |                                         
|Adjustments to reconcile net (loss) to net cash |                                      |  |                                         
|provided (used) by operating activities:        |                                      |  |                                         
|Stock-based compensation                        | 1,732,735                            |  | -                                       
|Depreciation and amortization                   | 58,741                               |  | 6,518                                   
|Changes in operating assets and liabilities:    |                                      |  |                                         
|Accounts receivable                             | -                                    |  | 39,611                                  
|Prepaid expense                                 | (11,819)                             |  | -                                       
|Accounts payable and accrued expense            | 749,872                              |  | 58,710                                  
|                                                |                                      |  |                                         
|Cash (used) provided by operating activities    | 16,488                               |  | 78,986                                  
|                                                |                                      |  |                                         
|CASH FLOWS FROM INVESTING ACTIVITIES:           |                                      |  |                                         
|Purchase of property and equipment              | (698,630)                            |  | -                                       
|Assignment of property and equipment            | 75,298                               |  |                                         
|Security deposits                               | (25,962)                             |  | -                                       
|                                                |                                      |  |                                         
|Cash (used) by investing activities             | (649,294)                            |  | -                                       
|                                                |                                      |  |                                         
|CASH FLOWS FROM FINANCING ACTIVITIES:           |                                      |  |                                         
|Principal payments on note payable              | (287,098)                            |  | (4,590)                                 
|Short term borrowings                           | 455,994                              |  |                                         
|Issuance of common stock                        | 465,632                              |  | -                                       
|                                                |                                      |  |                                         
|Cash provided (used) by financing activities    | 634,528                              |  | (4,590)                                 
|                                                |                                      |  |                                         
|Net increase in cash and cash equivalents       | 1,722                                |  | 74,396                                  
|                                                |                                      |  |                                         
|                                                |                                      |  |                                         
|Cash and cash equivalents, beginning of period  | 204                                  |  | 4,965                                   
|                                                |                                      |  |                                         
|Cash and cash equivalents, end of period        | 1,926                                |  | 79,361                                  
|                                                |                                      |  |                                         
|NONCASH INVESTING AND FINANCING ACTIVITIES:     |                                      | 
|Interest expense                                | 58,137                               |  | 1,570                                   
|Issuance of common stock                        | 821,000                              |  |                                         
|Paid in capital                                 | 885,055                              |  |                                         
|Consulting fee in exchange for stock            | 724,372                              |  |                                         
|Assignment of fixed assets                      | 55,075                               |  |                                         

See accompanying notes and accountant's report. 6  Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2009 (UNAUDITED and RESTATED)   1. General background and business environment The Company was incorporated May 11, 2004 in the State of Florida.  The Company provides consulting services to the transportation industry.  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 City of Long Beach, California.  We are a company focused on marketing these zero-emission Vehicles to a variety of alternate 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.   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-month period ended June 30, 2009; (b) the financial position at June 30, 2009 and (c) cash flows for the six month period ended June 30, 2009, 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.  The financial statement and notes are presented as permitted by Form 10-K.  Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America may have been omitted.  The accompanying  financial statements should be read in conjunction with the financial statements for the year ended December 31, 2008 (presented in last audited filing) and notes thereto in the Companys annual report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission.  7  Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2009 (UNAUDITED and RESTATED)  2. Summary of significant accounting policies (continued) 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.  Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization.  Depreciation is recorded on the straight-line basis over the estimated useful lives of the assets, which range from three to ten years.  Significant improvements and betterments are capitalized, while maintenance and repairs recharged to operations as incurred.  Asset retirements and dispositions are accounted for in accordance with SFAS No. 144, Accounting for the Impairment and Disposal of Long Lived Assets, as described below.  Revenue Recognition The Company recognizes product revenue, net of sales discounts, returns and allowances, in accordance Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition (SAB No. 104) and Statement of Financial Accounting Standards No. 48, Revenue Recognition When Right of Return Exists (SFAS No. 48).  These statements establish that revenue can be recognized when persuasive evidence of an arrangement exists, delivery has occurred and all significant contractual obligations have been satisfied, the fee is fixed or determinable, and collection is considered probable.   8  Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2009 (UNAUDITED and RESTATED)  2. Summary of significant accounting policies (continued) Accounting for Long-Lived Assets The Company accounts for long-lived assets, other than goodwill, in accordance with the provisions of SFAS No. 144, Accounting for the Impairment and Disposal of Long Lived Assets, which supersedes SFAS No. 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of.  This statement creates one accounting model, based on the framework established in SFAS No, 121, to be applied to all long-lived assets including discontinued operations, SFAS No. 144 requires, among other things, that an entity review its long-lived assets and certain related intangibles for impairment whenever changes in circumstances indicated that the carrying amount of an asset may not be fully recoverable.  We believe the estimate of our valuation of Long-Lived Assets is a critical accounting estimate because if circumstances arose that led to a decrease in the calculation it could have a material impact on our results of operations.  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.  Fair Values of Financial Instruments Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments, requires the Corporation to disclose estimated fair value for its financial instruments.  Fair Value estimates, methods, and assumptions are set forth as follows for the Corporations financial instruments.  The carrying amounts of cash, receivables, other current assets, payables, accrued expenses and notes payable approximate fair value because of the short maturity of those instruments.  Stock-Based Compensation We account for stock-based compensation in accordance with SFAS No. 123(R), 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 (generally three to five years) using the straight-line method.  9  Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2009 (UNAUDITED and RESTATED)  2. Summary of significant accounting policies (continued) 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.  No material impairments of intangible assets have been identified during any of the periods presented.  Effects of Recent Accounting Pronouncements There are no recently issued accounting standards that will have an impact on the financial statements that have not been adopted.  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.   3. Accrued expenses Accrued expenses at June 30, 2009 and December 31, 2008 were $755,940 and $5,570,respectively and included operating expenses.   4. Property and equipment Property and equipment at June 30, 2009 and December 31, 2008 consist of the following:  June 30, 2009December 31, 2008Automobiles$         0$          51,391Computers2,826841Dive Equipment010,005Furniture and fixtures1,5504,142Leasehold improvements03,440Office equipment1,0006,320Shop equipment42,23441,159Production prototypes793,033142,164840,643259,462Less accumulated depreciation(61,770)(20,223)$      778,873$         239,239  Property and equipment are stated at cost.  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, production equipment and prototypes from five to seven years.  Depreciation expense for the six months ended June 30, 2009 and the year ended December 31, 2008 was $61,770 and $13,435, respectively.  10  Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2009 (UNAUDITED and RESTATED)  5. Intangibles Intangible assets at June 30, 2009 and December 31, 2008 consist of the following:  June 30, 2009December 31, 2008Technology based assets$     515,836$      515,836Less accumulated amortization(18,627)(1,433)$     497,209$     514,403  Amortization expense for the six months ended June 30, 2009 and the year ended December 31, 2008 was $17,194 and $1,433, respectively. Future amortization of intangible assets at June 30:  2009$        17,194201034,389201134,389201234,389201334,389thereafter342,458$      497,208   6. Stockholders equity On December 31, 2008, there were 29,050,000 shares of common stock issued and outstanding, of which 27,041,500 shares were restricted.  On January 8, 2009, the Board of Directors awarded certain employees and independent contractors 455,500 shares of common stock.  On January 8, 2009 16,320,000 stock options were awarded to officers and employees.  For stock options, fair value is determined using an option-pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the volatility of the underlying stock and the expected dividends on it, and the risk-free interest rate over the expected life of the option.  The fair value of an option estimated at the grant date is not subsequently adjusted for changes in the price of the underlying stock or its volatility, the life of the option, dividends on the stock, or the risk-free interest rate.    On January 12, 2009, the Company entered into an investor-relations consulting agreement with Redwood Consultants, LLC, a business consulting agreement with Jens Dalsgaard and a financial advisory services agreement with Constellation Capital, LLC.  The Company issued 1,100,000, 150,000 and 150,000 shares, respectively, of restricted common stock all subject to the restrictions of SEC Rule 144.  We account for stock-based compensation in accordance with SFAS No. 123(R), 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 (generally three to five years) using the straight-line method.  On June 12, 2009, the Company obtained short term financing from C& M Capital, Inc.  The Company issued 100,000 warrants with term of 3 years exercisable at $.75.  11  Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2009 (UNAUDITED and RESTATED)  6. Stockholders equity (continued) On June 15, 2009, the Company concluded a private placement offering: 980,000 share units were offered with 821,000 share units subscribed and approved by the Company.  Each share unit consists of one common share and two common share purchase 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 $.75 per share.  The second warrant is exercisable into one common share for a period of 60 months from the closing of this offering at price of $1.25 per share.  The units will not entitle the purchaser to either anti-dilution or pre-emptive rights.  There are 821,000 warrants outstanding at $.75 and 821,000 warrants outstanding at $1.25.  On June 23, 2009, the Company obtained short term financing with M.M.E.D., LLC.  The Company issued 50,000 shares of restricted common stock subject to the restrictions of SEC Rule 144.  The shares vested immediately and were recorded at the fair value on grant date.   7. Commitment and contingencies The Company has entered into two leases for the corporate offices and a production facility expiring November 30, 2009 and January 31, 2012.  Monthly rent is $ 4,754 and $9,154 respectively.  The Company has no know lawsuits or any pending litigation.  The Company entered into four short-term notes payable.  On April 1, 2009 Lawrence Weisdorn, Chief Operating and Financial Officer, lent the Company $50,000.  The original maturity date of June 30, 2009 has been extended to September 30.  2009.  On May 7, 2009 Donald Hejmanowski, Vice President of Corporate Communications, lent the Company $50,000.  The original maturity date of July 31, 2009 has been extended to October 31, 2009.  On June 12, 2009, C & M Capital, Inc. lent the Company $100,000 due September 12, 2009.  Because the company is based in Finland and repayment is due in Euros, currency fluctuations may have an effect on the actual balance due.  On June 23, 2009 M.M.E.D., LLC lent the Company $100,000 due August 31, 2009.  Under the terms of the note, 50,000 shares of the Companys stock were transferred to the note holder.  Interest payments of $5,500 and $5,500 are due July 1, 2009 and August 31, 2009 respectively.  The Company has granted a continuing security interest in a Hydrogen Fuel Cell as collateral for this loan.   8. 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.  On May 1, 2009 management authorized a plan to raise equity through a private placement offering of $2,500,000 to raise working capital and sustain operations.  The offering includes 5,000,000 shares of common stock at $.50 per share, 5,000,000 Class A Common Stock Purchase Warrants with an exercise price of $.75 and 5-year expiration and 5,000,000 Class B Common Stock Warrants with an exercise price of $1.25 and 5-year expiration.  As of June 30, 2009, the Company has an accumulated deficit of $1,503,931.  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.  12  Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements June 30, 2009 (UNAUDITED and RESTATED)  9. Related party transactions The Company has an affiliate relationship with Ice Conversions, Inc. (ICE) with common ownership.  On December 12, 2008, the Company entered into an Agreement with ICE to acquire the rights to intellectual property and to certain assets and prototypes in exchange for common stock.   10. Subsequent events On July 12, 2009, the Company obtained short-term financing from Greenstreet Financial, LP.  The principal amount of $250,000 plus accrued interest of 10% is due at maturity on October 6, 2009.   11. Restatement The Companys annual report on Form 10-K for the period ending December 31, 2008 has been restated to reflect (1) the reclassification from prepaid consulting services and organization costs to deferred compensation for common stock issued in exchange for services and (2) the revaluation and correction of the recording of contributed fixed assets and intellectual property for common stock.  Fixed assets of $184,164 and intellectual property of $388,922, net of related amortization, have been recorded as well as a corresponding increase to additional paid in capital and a contingent liability of $150,000 to account for the potential future issuance of common stock in satisfaction of performance benchmarks.  The Companys quarterly report, Form 10-Q for the six months ended June 30, 2009 has been restated to reflect the flow-through changes from the annual restatement mentioned above.  Also, additional information on the assignment of fixed assets, the issuance of options and warrants was obtained which necessitated recording a loss on the assignment transaction and the revaluation of certain compensation agreements.  As originally filedAs restatedNet effectNet (loss) from continuing operations($  2,699,574)($  1,494,060)$  1,205,514Other expense(800)(18,981)(18,181)Net loss($  2,700,374)($  1,513,041)$  1,187,333Loss per share($            .09)($         .05)$            .04  13  Quick Link to Table of Contents  ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN 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 or Plan 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 an operating company that has changed its core business and is seeking to expand its operations into a new core business segment. We have an operating history and have generated revenues from our prior business model activities that have produced both net incomes and losses in the periods in which it has been fully operational. We have yet to undertake any specific changes in our new core market while our business model is being perfected. As our company is considered to be in the early stages of business and there is no reasonable likelihood that increased revenues can be derived from our change in our core business offering in the foreseeable future, we consider that our operations will require us to retain additional management personnel that can lead the company in its expansion. Our Board of Directors believes that we can expand as an on-going business during the next twelve months since we will be generating profits from our operations that can pay for our expansion of operations.  We may raise cash from sources other than our operations. Our only other source for cash at this time is investment by others in the Company. We have not solicited investment from any investment banks, private equity firms or venture capital firms as of June 30, 2009.  We conducted a private placement under Regulation 506 during the first quarter of 2009 and raised a total of $410,500. Our future financial success will be dependent on the success of our expansion. Such expansion may take years to complete and 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. 14  Quick Link to Table of Contents  Employees  Currently, there are three (3) full time employees at Vision Industries Corp.  This includes the officers and directors who run 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, 2009.  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  Statement of Financial Accounting Standards (SFAS) No. 144 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 SFAS No. 144 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 2.0 Summary of Results of Operations


|                  |            |                |                  
|----------------- | ---------- | -------------- | -----------------
|PERIOD            | REVENUE    | TOTAL EXPENSES | NET INCOME (LOSS)
|June 30, 2009     | -          | $ 1,494,060    | $ (1,513,041)    
|December 31, 2008 | $   90,000 | $    115,863   | $      (25,863)  
|December 31, 2007 | $ 142,224  | $    105,726   | $        36,503  

Liquidity and Capital Resources  As of June 30, 2009, we had cash and cash equivalents of $1,926. Since May of 2004 the company concentrated its efforts in providing consulting services to a niche market targeting small to medium sized businesses where management is seeking a method of divesting itself of the business.  Management believed it could capitalize on the number of business owners seeking to develop an appropriate exit strategy. Our internal liquidity was provided by our operations. Since our change in our business model we have incurred additional liabilities that make our company illiquid at this time.  To have the capital necessary to operate, management filed a Form D with the S.E.C. to raise $980,000 through a private placement under Regulation 506.  A total of $410,500 was raised in this offering.  This infusion of capital allowed the company to acquire and test the test vehicles, pay its legal and accounting expenses, as well as fund the daily operational expenses.   Specifically, both the first and second stage performance testing of the prototype zero emission plug-in electric/hydrogen fuel cell Tyrano TM truck was successfully completed at the Los Angeles Freightliner facilities in Whittier, California during the month of April. 16  Quick Link to Table of Contents  Results of Operations for the six months ended June 30, 2009 and 2008  The following tables set forth key components of our results of operations for the periods indicated, in dollars and key components of our revenue for the periods indicated in dollars.  Table 3.0 Comparison of our Statement of Operations


|                                   |                          |  |                        |  |             |  |        
|---------------------------------- | ------------------------ |  | ---------------------- |  | ----------- |  | -------
|                                   | For the six months ended |  |                        |  |            
|                                   | June 30, 2009            |  | June 30, 2008          |  |             |  |        
|                                   | (Unaudited and Restated) |  | (Unaudited)            |  | Change      |  | %Change
|Revenue:                           |                          |  |                        |  |             |  |        
|Consulting income                  | $                    -   |  | $            90,000    |  | (90,000)    |  | -100%  
|Total revenue                      | -                        |  | 90,000                 |  | (90,000)    |  | -100%  
|                                   |                          |  |                        |  |             |  |        
|Operating expenses:                |                          |  |                        |  |             |  |        
|Accounting                         | 6,785                    |  | 1,875                  |  | 4,910       |  | 262%   
|Advertising                        | 1,020                    |  | -                      |  | 1,020       |  | 100%   
|Amortization                       | 17,194                   |  | -                      |  | 17,194      |  | 100%   
|Automobile expenses                | 747                      |  | 5,424                  |  | (4,677)     |  | -86%   
|Bank Charges                       | 1,026                    |  | -                      |  | 1,026       |  | 100%   
|Commissions                        | 10,000                   |  | 78,000                 |  | (68,000)    |  | -87%   
|Depreciation expense               | 61,770                   |  | 6,518                  |  | 55,252      |  | 848%   
|Equity based compensation          | 732,735                  |  | -                      |  | 732,735     |  | 100%   
|Insurance                          | 6,541                    |  | -                      |  | 6,541       |  | 100%   
|Interest                           | 58,137                   |  | 1,570                  |  | 56,567      |  | 3603%  
|Legal fees                         | 4,712                    |  | -                      |  | 4,712       |  | 100%   
|Meals and entertainment            | 227                      |  | 1,647                  |  | (1,420)     |  | -86%   
|Office expense                     | 1,486                    |  | 223                    |  | 1,263       |  | 567%   
|Officer salaries                   | 379,500                  |  | -                      |  | 379,500     |  | 100%   
|Outside services                   | 123,995                  |  | -                      |  | 123,995     |  | 100%   
|Parking                            | 1,545                    |  | -                      |  | 1,545       |  | 100%   
|Postage and delivery               | 40                       |  | 84                     |  | (44)        |  | -53%   
|Rent                               | 69,803                   |  | -                      |  | 69,803      |  | 100%   
|Repairs and maintenance            | 1,722                    |  | -                      |  | 1,722       |  | 100%   
|Research and development           | 7,580                    |  | -                      |  | 7,580       |  | 100%   
|Taxes and licenses                 | 1,151                    |  | 300                    |  | 851         |  | 284%   
|Telephone                          | 4,089                    |  | 2,650                  |  | 1,439       |  | 54%    
|Transfer agent fees                | -                        |  | 100                    |  | (100)       |  | -100%  
|Travel                             | 1,377                    |  | 17,462                 |  | (16,085)    |  | -92%   
|Utilities                          | 878                      |  | -                      |  | 878         |  | 100%   
|Total operating expenses           | 1,494,060                |  | 115,853                |  | 1,378,207   |  | 1190%  
|                                   |                          |  |                        |  |             |  |        
|Loss before non-operating items    | (1,494,060)              |  | (25,853)               |  | (1,468,207) |  | 5679%  
|Income tax expense                 | 800                      |  |                        |  | 800         |  | 100%   
|Loss on assignment of fixed assets | 18,181                   |  |                        |  | 18,181      |  | 100%   
|                                   |                          |  |                        |  |             |  |        
|Net loss                           | $      (1,513,041)       |  | $           (25,853)   |  | (1,487,188) |  | 5752%  
|                                   |                          |  |                        |  |             |  |        
|(Loss) per share:                  |                          |  |                        |  |             |  |        
|Basic and diluted                  | $               (0.05)   |  | $               (0.01) |  | (0)         |  | 754%   
|                                   |                          |  |                        |  |             |  |        
|Weighted average number of common  |                          |  |                        |  |             |  |        
|shares outstanding:                |                          |  |                        |  |             |  |        
|Basic and diluted                  | 31,195,003               |  | 4,550,000              |  | 26645,003   |  | 586%   

17  Quick Link to Table of Contents  Revenues. There were no revenues for the six months ended June 30, 2009 compared to $90,000 for the six months ended June 30, 2008.  Management directly attributes this to the fact that the Companys focus has been on product development.  With the acquisition of the new technology under the licensing agreement, we believe that capital will be available through private investors and we can take advantage of the new Clean Truck Programs at the Ports of Long Beach and Los Angeles, California to generate revenue.  Operating Expenses.Expenses increased by $1,378,207 to $1,494,060 for the six months ended June 30, 2009 from $115,853 for the six months ended June 30, 2008.  A large portion of this increase is attributed the equity based compensation to our investor relations firm and consultant and accrued officers salaries .   The Outside services expense of $123,995 was for the independent contractors/mechanics working on the TyranoTM truck conversion.  With the change in our business model, our travel expenses were reduced since our corporate offices are now located in the area of our two target markets; however, we now have a significant Rent expense, which was $69,803 for the period ended June 30, 2009.  Income (Loss) from Operations. For the six month periods ended June 30, 2009 and June 30, 2008, we incurred net losses of $1,513,041 and $25,853, respectively.  This significant loss from operations is primarily attributable to our equity based compensation expense of $732,735 and our lack of any revenues.  Net Loss. As a result of the factors described above, net loss increased from $25,853for the six months ended June 30, 2008 to a net loss of $1,513,041 for the six months ended June 30, 2009.  Inflation  Inflation does not materially affect our business or the results of our operations.  Recent Accounting Pronouncements  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 4T. CONTROLS AND PROCEDURES   Material Weakness  After the end of the third quarter of 2009, the Company began an ongoing focus on addressing the material weaknesses in disclosure and financial reporting controls reported in the Companys Form 8-K filed November 13, 2009, and amended on November 17, 2009 (Amended Form 8-K). As reported, the Company intended to restate its audited financial statements for the fiscal year ended December 31, 2008 and its reviewed financial statements for the periods ended March 31, 2009 and June 30, 2009.  Because many of the remedial actions undertaken were very recent and many of the controls in our system of internal controls rely extensively on manual review and approval, the successful operation of these remedial actions for, at least, several fiscal quarters may be required prior to management being able to conclude that the material weaknesses have been eliminated.  18  Quick Link to Table ofContents  The Principal Executive Officer and the Principal Financial Officer anticipate that the remedial actions and resulting improvement in controls will generally strengthen our disclosure controls and procedures, as well as our internal control over financial reporting (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act), and will, over time, address the material weaknesses identified in the Companys Amended Form 8-K.  Disclosure Controls and Procedures  As of September 30, 2009, we carried out an evaluation, under the supervision of our principal executive officer (CEO) and principal financial officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. However, information brought to our attention by Randall N. Drake, C.P.A., P.A, the Companys Independent Registered Certified Public Accountants (Drake) on or about October 6, 2009, prompted the Company to review the accounting treatment applied to the issuance of certain shares of common stock (1) for organizational costs and prepaid consulting fees and (2) for a third partys contributed assets appeared to be improper.  The Companys review confirmed that there was a material weakness in its internal control over financial reporting related to the accounting treatment leading to understated assets in the financial statements.  In light of the material weakness, which had not been identified or remediated as of the end of the period covered by this Quarterly Report, and after the evaluation described above, our CEO and CFO concluded that our disclosure controls were not effective.  As a result of this conclusion, the financial statements for the period covered by this report were restated with particular attention to the material weakness previously disclosed.  Accordingly, management believes that the financial statements included in this Quarterly Report fairly present, in all material respects, our financial condition, results of operations, and cash flows as of and for the period presented.  Changes in Internal Controls over Financial Reporting  Other than the remediation activities noted above, there were no changes to the Companys controls over financial reporting during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.  19  Quick Link to Table of Contents  PART II  OTHER INFORMATION   ITEM 1 LEGAL PROCEEDINGS There is no pending litigation by or against us.   ITEM 2 UNREGISTERED SHARES 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.  For the transactions below, no sales involved the use of an underwriter and no underwriter discounts or commissions were paid in connection with the sale of any securities. (a) On August 7, 2006, the Board of Directors issued 25,000 shares of stock (at $0.01 per share) to then President Diane J. Harrison for paid in capital of $250.    The Company relied on the exemption from registration under Section 4(2) of the 1933 Securities Act, as amended.  The following table gives effect to the change in par value from $0.01 to $0.001 per share that occurred on February 28, 2007, which the Company treated as a forward stock split of 1:10, and the true forward stock split of 1:10 that occurred on March 31, 2007.


|                    |                 |               |                 |                                           |                                 
|------------------- | --------------- | ------------- | --------------- | ----------------------------------------- | --------------------------------
|Name of Stockholder | Shares Received | Consideration | Date of Payment | After Change in Par Value
(0.01 to 0.001) | After Forward Stock Split
(1:10)
|Diane J. Harrison   | 25,000          | $250.00 Check | August 7, 2006  | 250,000                                   | 2,500,000                       

(b) On August 31, 2006 the Board of Directors authorized the sale of up to 15,000 additional shares of stock (at $0.01 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 company sold 10,500 of the authorized 15,000 shares and then closed the sale of additional shares. The sales to the individuals listed below were for shares issued from the authorized capital stock for paid-in-capital. 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. There was no distribution of a prospectus, private placement memorandum, or business plan to the public. Shares were sold to friends, family and personal business acquaintances of the Officers and Directors. Each individual had specific knowledge of the Companys operation that was given to them personally by the Officers and Directors. Each individual is considered educated and informed concerning small investments, such as the $3.00 investment in our company. The sale of the shares occurred between September 1, 2006 and March 31, 2007 to the individuals below. Upon receipt of the executed subscription agreements, the sale of any additional shares was closed by the Board of Directors.  Each stock subscription agreement executed by the purchaser was formally accepted by the company on March 31, 2007 and shares were issued effective upon the acceptance by the company. The following table gives effect to the change in par value from $0.01 to $0.001 per share that occurred on February 28, 2007, which the Company treated as a forward stock split of 1:10, and the true forward stock split of 1:10 that occurred on March 31, 2007. 20  Quick Link to Table of Contents


|                         |                 |               |                 |                                           |                                 
|------------------------ | --------------- | ------------- | --------------- | ----------------------------------------- | --------------------------------
|Name of Stockholder      | Shares Received | Consideration | Date of Payment | After Change in Par Value
(0.01 to 0.001) | After Forward Stock Split
(1:10)
|Joseph Scutero           | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Lynnette J. Harrison     | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Wilma J. Harrison        | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|William B. Harrison      | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Belvey Harrison          | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|William B. Harrison, II  | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|William B. Harrison, III | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Chad W. Sparks           | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Brandi J. Peachy         | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Nick R. Holladay         | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Sherry J. Long           | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|John J. Piazza           | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Scott Bills              | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Meshel Coleman           | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Joseph Coleman           | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Jasmine Coleman          | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Eileen Love              | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Kandace Coleman          | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Jerry Neel, Jr.          | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Moshe Turgeman           | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Albert Moretti           | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Martin Mink              | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Evan Scutero             | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Karen Wolfson            | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Alan Drien               | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Matthew Miller           | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Larry Chapman            | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Ashley Coleman           | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Mark J. Kepes            | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Deborah A. Kepes         | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Rolland L. Owens         | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Corey Owens              | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Brent Owens              | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Stephanie Owens          | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Betty Owens              | 300             | $3.00 Check   | March 31, 2007  | 3,000                                     | 30,000                          
|Total:                   | 10,500          |               |                 | 105,000                                   | 1,050,000                       

(c) 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 and then closed the offering on June 15, 2009.  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  21  Quick Link to Table of Contents  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 June 9, 2009.


|                                |             |               |                  |                  
|------------------------------- | ----------- | ------------- | ---------------- | -----------------
|Name of  Stockholder            | Shares Sold | Consideration | Dates of Payment | Broker Commission
|DeCines Revocable Living Trust  | 50,000      | $  25,000.00  | Jan. 26          | $  3,250.00      
|The McKay Trust dated 12-3-1998 | 50,000      | $  25,000.00  | Jan. 27          | $  3,250.00      
|Kenneth W. Miller               | 50,000      | $  25,000.00  | Jan. 28          | $  3,250.00      
|Thomas James Linovitz           | 60,000      | $  30,000.00  | Jan, 29          | $  3,900.00      
|F. Scott Jackson                | 50,000      | $  25,000.00  | Feb. 4           | $  3,250.00      
|Ryan Pollard                    | 50,000      | $  25,000.00  | Feb. 3           | $  3,250.00      
|Rick Greenberg                  | 10,000      | $    5,000.00 | Feb. 5           |                  
|Gianna Schuermann               | 100,000     | $  50,000.00  | Feb. 6           |                  
|James G. Davis SEP IRA          | 61,000      | $  30,500.00  | Feb. 6           | $  3,965.00      
|Bill & Cheryl Fitch             | 24,000      | $  12,000.00  | Feb. 12          |                  
|Keith Claridge                  | 10,000      | $    5,000.00 | Feb. 20          |                  
|Rick Greenberg                  | 5,000       | $    2,500.00 | Feb. 25          |                  
|Donn L. Melby                   | 5,000       | $    2,500.00 | March 2          |                  
|Cowan Family Trust              | 40,000      | $  20,000.00  | March 5          |                  
|Larry Norman                    | 30,000      | $  15,000.00  | March 5          |                  
|Sandy Harris                    | 30,000      | $  15,000.00  | March 5          |                  
|Rather Family Trust             | 2,000       | $    1,000.00 | March 9          |                  
|Pellerin Family Trust           | 20,000      | $  10,000.00  | March 9          |                  
|The Williamson Family Trust     | 50,000      | $  25,000.00  | March 9          | $  3,250.00      
|Janelle Schick                  | 4,000       | $    2,000.00 | March 11         |                  
|Dan & Marsha Keigher            | 30,000      | $  15,000.00  | March 11         |                  
|Gregory Garbero                 | 20,000      | $  10,000.00  | March 13         |                  
|Scott Mandeville & Leigh Kurtz  | 20,000      | $  10,000.00  | March 25         |                  
|Pellerin Family Trust           | 10,000      | $    5,000.00 | May 6            |                  
|Bill & Cheryl Fitch             | 6,000       | $    3,000.00 | May 6            |                  
|Peggy Altamura                  | 10,000      | $    5,000.00 | June 4           |                  
|Debra Harris                    | 4,000       | $    2,000.00 | June 4           |                  
|Jesse T. Molina                 | 20,000      | $  10,000.00  | June 9           |                  
|Total Accredited Investors      | 821,000     | $410,500.00   |                  | $27,365.00       

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to our security holders during the six-month period ending June 30, 2009 that were not reported in a current report on Form 8-K.   22  Quick Link to Table of Contents  ITEM 5 OTHER INFORMATION  There is no information required to be disclosed in a report on Form 8-K during the six month period ended June 30, 2009 that has not already been reported.  There have been no changes, material or otherwise, to the procedures by which security holders may recommend nominees to our board of directors.   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.                                                                            
|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.                              
|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 December 4, 2009 as Exhibit 23 to the registrants Amended Annual Report on Form 10-K/A (File No. 333-146209) and incorporated herein by reference.     

23  Quick Link to Table of Contents


|     |                                                                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.           

24  Quick Link to Table of Contents  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:  December 8, 2009/s/ MARTIN SCHUERMANNMartin SchuermannChief Executive Officer, President, DirectorDated:   December 8, 2009/s/ LAWRENCE WEISDORNLawrence WeisdornChief Financial Officer, Secretary, Treasurer and Chairman of the Board of Directors    EXHIBIT INDEX


|            |                                                                                                                                                                                                                 
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                                        
|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.      

25  Quick Link to Table of Contents


|     |                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.                              
|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 December 4, 2009 as Exhibit 23 to the registrants Amended Annual Report on Form 10-K/A (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.                                                        

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