UNITED STATES 
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: March 31, 2010 [ ] 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.)2601 Ocean Park Blvd., Suite110, Santa Monica,  CA  90405(Address of Principal Executive Offices)(310) 454-5658(Registrants Telephone Number, Including Area Code)17383 W. Sunset Blvd., Suite A290, Pacific Palisades, California 90272
(Former Address of Principal Executive Offices) 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 March 31, 2010:  39,895,591   Quick Link to Table of Contents   TABLE OF CONTENTS  Part I  Financial Information Item 1.  Financial Statements Item 2.  Managements Discussion and Analysis and Results Of Operation Item 3.  Quantitative and Qualitative Disclosures About Market Risk Item 4T.  Controls And Procedures Part II  Other Information Item 2.  Unregistered Sales of Equity Securities And Use Of Proceeds Item 5.  Other Information Item 6.  Exhibits Signatures   2  Quick Link to Table of Contents  PART I  FINANCIAL INFORMATION   ITEM 1. FINANCIAL STATEMENTS Vision Industries Corp. Balance Sheet As of March 31, 2010 (Unaudited) and December 31, 2009 (Audited)


|                                           |   |                |   |                  
|------------------------------------------ | - | -------------- | - | -----------------
|                                           |   | March 31, 2010 |   | December 31, 2009
|                                           |   | (Unaudited)    |   | (Audited)        
|                                           |   |                |   |                  
|ASSETS                                    
|Current assets:                            |   |                |   |                  
|Cash and cash equivalents                  | $ | 12,741         | $ | 66,589           
|Subscription receivable                    |   | 25,000         |   | -                
|Prepaid expenses                           |   | 22,414         |   | 13,141           
|Total current assets                       |   | 60,155         |   | 79,730           
|                                           |   |                |   |                  
|Property and equipment, net                |   | 702,422        |   | 655,164          
|                                           |   |                |   |                  
|Intangible assets, net                     |   | 471,418        |   | 480,015          
|                                           |   |                |   |                  
|Other assets:                              |   |                |   |                  
|Note receivable                            |   | 5,000          |   | 5,000            
|Security deposits                          |   | 19,875         |   | 19,875           
|Total other assets                         |   | 24,875         |   | 24,875           
|                                           |   |                |   |                  
|                                           | $ | 1,258,870      | $ | 1,239,784        
|                                           |   |                |   |                  
|LIABILITIES AND STOCKHOLDERS EQUITY      
|Current liabilities:                       |   |                |   |                  
|Accounts payable and accrued expense       | $ | 630,924        | $ | 598,987          
|Notes payable                              |   | 186,000        |   | 216,000          
|Total current liabilities                  |   | 816,924        |   | 814,987          
|                                           |   |                |   |                  
|Stockholders equity:                      |   |                |   |                  
|Common stock, $.001 par value,             |   |                |   |                  
|500,000,000 authorized, 39,895,591         |   |                |   |                  
|issued and outstanding                     |   | 39,896         |   | 37,299           
|Additional paid in capital                 |   | 5,205,223      |   | 3,817,227        
|Deferred compensation                      |   | (43,396)       |   | (129,452)        
|Retained (deficit)                         |   | (4,759,776)    |   | (3,300,277)      
|Total stockholders equity                 |   | 441,946        |   | 424,797          
|                                           |   |                |   |                  
|                                           |   |                |   |                  
|Total liabilities and stockholders equity | $ | 1,258,870      | $ | 1,239,784        

Seeaccompanying notes and accountants report.  3  Quick Link to Table of Contents  Vision Industries Corp. Statement of Operations


|                                    |   |                            |   |                      
|----------------------------------- | - | -------------------------- | - | ---------------------
|                                    |   | For the three months ended
|                                    |   | March 31, 2010             |   | March 31, 2009       
|                                    |   | Unaudited                  |   | Unaudited  & Restated
|                                    |   |                            |   |                      
|Revenue:                            | $ | -                          | $ | -                    
|                                    |   |                            |   |                      
|Operating expenses:                 |   |                            |   |                      
|Accounting                          |   | 21,300                     |   | 1,375                
|Advertising                         |   | 2,289                      |   | -                    
|Amortization                        |   | 8,597                      |   | 8,597                
|Automobile expenses                 |   | 4,734                      |   | 463                  
|Bank Charges                        |   | 700                        |   | -                    
|Commissions                         |   | 36,500                     |   | -                    
|Consultants                         |   | 20,000                     |   | -                    
|Depreciation expense                |   | 42,157                     |   | 20,988               
|Dues and subscriptions              |   | 2,020                      |   | -                    
|Equity based compensation           |   | 957,714                    |   | 362,256              
|Insurance                           |   | 2,850                      |   | 1,832                
|Legal fees                          |   | 13,528                     |   | 12,758               
|Meals and entertainment             |   | 1,718                      |   | 227                  
|Office expense                      |   | 3,172                      |   | 1,800                
|Officer salary                      |   | 171,000                    |   | 204,000              
|Outside services                    |   | 728                        |   | 33,526               
|Parking                             |   | 1,690                      |   | 645                  
|Postage and delivery                |   | 601                        |   | 35                   
|Rent                                |   | 36,976                     |   | 26,021               
|Repairs and maintenance             |   | -                          |   | 7,447                
|Research and development            |   | 90,452                     |   | -                    
|Taxes and licenses                  |   | 13,952                     |   | 183                  
|Telephone                           |   | 3,764                      |   | 2,147                
|Trade shows                         |   | 900                        |   | -                    
|Travel                              |   | 1,894                      |   | 1,377                
|Utilities                           |   | 1,832                      |   | 205                  
|Wages                               |   | 31,000                     |   | -                    
|Total operating expenses            |   | 1,472,068                  |   | 685,882              
|                                    |   |                            |   |                      
|Loss before other expense           |   | (1,472,068)                |   | (685,882)            
|                                    |   |                            |   |                      
|Other income (expense)              |   |                            |   |                      
|Forgiveness of debt income          |   | 13,500                     |   | -                    
|Income tax expense                  |   | -                          |   | (800)                
|Interest expense                    |   | (931)                      |   |                      
|Loss on assignment of fixed assets  |   | -                          |   | (18,181)             
|Total other income (expense)        |   | 12,569                     |   | (18,981)             
|                                    |   |                            |   |                      
|Net loss                            | $ | (1,459,499)                | $ | (704,863)            
|                                    |   |                            |   |                      
|(Loss) per share Basic and diluted: | $ | (0.04)                     | $ | (0.02)               
|                                    |   |                            |   |                      
|Weighted average number of          |   |                            |   |                      
|common shares outstanding:          |   |                            |   |                      
|Basic and diluted                   |   | 38,605,006                 |   | 30,925,517           

See accompanying notes and accountants report. 4  Quick Link to Table of Contents  Vision Industries Corp. Statement of Cash Flows


|                                                     |   |                            |   |               
|---------------------------------------------------- | - | -------------------------- | - | --------------
|                                                     |   | For the three months ended
|                                                     |   | March 31, 2010             |   | March 31, 2009
|                                                     |   | Unaudited                  |   | Unaudited     
|                                                     |   |                            |   |               
|CASH FLOWS FROM OPERATING ACTIVITIES:                |   |                            |   |               
|Net (loss)                                           | $ | (1,459,499)                | $ | (704,863)     
|                                                     |   |                            |   |               
|Adjustments to reconcile net (loss) to net cash      |   |                            |   |               
|provided (used) by operating activities:             |   |                            |   |               
|Stock-based compensation                             |   | 957,714                    |   | 362,256       
|Depreciation and amortization                        |   | 50,754                     |   | 9,362         
|Changes in operating assets and liabilities:         |   |                            |   |               
|Prepaid expense                                      |   | (9,273)                    |   | (6,915)       
|Accounts payable and accrued expense                 |   | 1,937                      |   | 459,485       
|                                                     |   |                            |   |               
|Cash (used) provided by operating activities         |   | (458,368)                  |   | 119,325       
|                                                     |   |                            |   |               
|                                                     |   |                            |   |               
|CASH FLOWS FROM INVESTING ACTIVITIES:                |   |                            |   |               
|Assignment of fixed assets                           |   | -                          |   | (204)         
|Purchase of property and equipment                   |   | (89,416)                   |   | (326,219)     
|Security deposits                                    |   | -                          |   | (25,962)      
|                                                     |   |                            |   |               
|Cash (used) by investing activities                  |   | (89,416)                   |   | (352,385)     
|                                                     |   |                            |   |               
|                                                     |   |                            |   |               
|CASH FLOWS FROM FINANCING ACTIVITIES:                |   |                            |   |               
|Principal payments on notes payable                  |   | -                          |   | (137.098)     
|Common stock acquired                                |   | -                          |   | 374,916       
|Short term borrowings                                |   | -                          |   | -             
|Issuance of common stock                             |   | 493,935                    |   | -             
|                                                     |   |                            |   |               
|Cash provided by financing activities                |   | 493,935                    |   | 237,818       
|                                                     |   |                            |   |               
|Net (decrease) increase in cash and cash equivalents |   | (53,848)                   |   | 4,758         
|                                                     |   |                            |   |               
|Cash and cash equivalents, beginning of period       |   | 66,589                     |   | 204           
|                                                     |   |                            |   |               
|Cash and cash equivalents, end of period             | $ | 12,741                     | $ | 4,962         
|                                                     |   |                            |   |               
|                                                     |   |                            |   |               
|NONCASH INVESTING AND FINANCING ACTIVITIES:          |   |                            |  
|Issuance of common stock                             |   | 2,597                      |   | 2,626         
|Paid in capital                                      |   | 1,387,996                  |   | 1,344,742     
|Deferred compensation                                |   | 886,872                    |   | 724,372       
|Assignment of fixed assets                           |   | -                          |   | 55,075        
|Interest expense                                     |   | 931                        |   |               
|Forgiveness of debt                                  |   | 13,500                     |   |               
|Subscriptions receivable                             |   | 25,000                     |   |               

See accompanying notes and accountants report.  5 Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements March 31, 2010 (Unaudited)  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 ports of Long Beach and Los Angeles, 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 three months ended March 31, 2010 and 2009; (b) the financial position at March 31, 2010 and (c) cash flows for the three months ended March 31, 2010 and 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-Q.  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, 2009 (presented in last audited filing) and notes thereto in the Companys annual report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission.  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.  6 Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements March 31, 2010 (Continued)  2. Summary of significant accounting policies (continued) 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.  Significant improvements and betterments are capitalized, while maintenance and repairs are charged to operations as incurred.  When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations.  Depreciation is recorded on the straight-line basis over the estimated useful lives of the assets, which range from three to ten years.  Income Taxes Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of certain assets and liabilities for financial and tax reporting.  Deferred taxes represent the future tax return consequences of those differences, which will be taxable either when the assets and liabilities are recovered or settled.  Deferred taxes also are recognized for operating losses that are available to offset future federal income taxes.  Income tax expense is the current tax payable or refundable for the period plus or minus the net change in the deferred tax asset and liability accounts.  Stock-Based Compensation In accordance with ASC 718-10 Share-Based Payment all forms of share-based payment (SBP) awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights result in a cost that is measured at fair value on the awards grant date, based on the estimated number of awards that are expected to vest.  The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC 505-50, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, which requires that such equity instruments are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests. Non-employee stock-based compensation charges are amortized over the vesting period or period of performance of the services.  Intangible Assets Intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from one to fifteen years.  We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists.  All of our intangible assets are subject to amortization.  No material impairments of intangible assets have been identified during any of the periods presented.  Effects of Recent Accounting Pronouncements We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods.  We believe that the following impending standards may have an impact on our future filings.  The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.  7 Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements March 31, 2010 (Continued)  2. Summary of significant accounting policies (continued) Effects of Recent Accounting Pronouncements (continued) In June 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-01, Topic 105  Generally Accepted Accounting Principles  amendments based on Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles.  This ASU reflected the issuance of FASB Statement No. 168.  This Accounting Standards Update amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles.  This Accounting Standards Update includes Statement 168 in its entirety, including the accounting standards update instructions contained in Appendix B of the Statement.  The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place.  The Codification is effective for interim and annual periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded.  The Codification is effective for us in the third quarter of 2009, and accordingly, our Quarterly Report on Form 10-Q for the quarter ending September 30, 2009 and all subsequent public filings will reference the Codification as the sole source of authoritative literature.  In June 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-02, Omnibus UpdateAmendments to Various Topics for Technical Corrections.This omnibus ASU detailed amendments to various topics for technical corrections.  The adoption of ASU 2009-02 will not have a material impact on our condensed financial statements.  In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-03, SEC Update  Amendments to Various Topics Containing SEC Staff Accounting Bulletins.This ASU updated cross-references to Codification text.  The adoption of ASU 2009-03 will not have a material impact on our condensed financial statements.  In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-04, Accounting for Redeemable Equity Instruments  Amendment to Section 480-10-S99.This ASU represents an update to Section 480-10-S99, Distinguishing Liabilities from Equity, per Emerging Issues Task Force Topic D-98, Classification and Measurement of Redeemable Securities.  The adoption of ASU 2009-04 will not have a material impact on our condensed financial statements.  In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, Fair Value Measurements and Disclosures (Topic 820)  Measuring Liabilities at Fair Value.This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements and Disclosures - Overall, to provide guidance on the fair value measurement of liabilities.  The adoption of ASU 2009-05 is not expected to have a material impact on our condensed financial statements.  In September 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-06, Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities.This Accounting Standards Update provides additional implementation guidance on accounting for uncertainty in income taxes and eliminates the disclosures.  In September 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-07, Technical Corrections to SEC Paragraphs.  This Accounting Standards Update corrected SEC paragraphs in response to comment letters.  The adoption of ASU 2009-07 will not have material impact on our condensed financial statements.  In September 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-08, Earnings Per Share Amendments to Section 260-10-S99.  This Codification Update represents technical corrections to Topic 260-10-S99, Earnings per Share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that Includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock.  The adoption of ASU 2009-08 will not have material impact on our condensed financial statements.  8 Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements March 31, 2010 (Continued)  2. Summary of significant accounting policies (continued) Effects of Recent Accounting Pronouncements (continued) In September 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-09, Accounting for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees.  This Accounting Standards Update represents a correction to Section 323-10-S99-4,  Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee.  Section 323-10-S99-4 was originally entered into the Codification incorrectly.  The adoption of ASU 2009-09 will not have material impact on our condensed financial statements.  In September 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-10, Financial Services-Brokers and Dealers: Investments-Other, Amendment to Subtopic 940-325.  This Accounting Standards Update codifies the Observer comment in paragraph 17 of EITF 02-3, Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management.  The adoption of ASU 2009-10 will not have material impact on our condensed financial statements.  In September 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-11, Extractive Activities-Oil and Gas, Amendment to Section 932-10-S99.  This Accounting Standards Update represents a technical correction to the SEC Observer comment in EITF 90-22, Accounting for Gas-Balancing Arrangements.  The adoption of ASU 2009-11 will not have material impact on our condensed financial statements.  In September 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-12, Fair Value Measurements and Disclosures (Topic 820), Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent).  This Accounting Standards Update amends Subtopic 820-10, Fair Value Measurements and Disclosures Overall, to provide guidance on the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent).  The adoption of ASU 2009-12 will not have material impact on our condensed financial statements.  Per Share Computations Basic net earnings per share are computed using the weighted-average number of common shares outstanding.  Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and the dilutive potential common shares outstanding during the period.   3. Property and equipment Property and equipment at March 31, 2010 and December 31, 2009 consist of the following:  March 31, 2010December 31, 2009Computers$3,782$2,826Furniture and fixtures1,5501,550Office equipment1,0001,000Shop equipment42,23442,234Production prototypes816,077727,617864,643775,227Less accumulated depreciation(162,221)(120,064)$702,422$655,163  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.  9 Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements March 31, 2010 (Continued)  3. Property and equipment (continued) Depreciation expense for the three months ended March 31, 2010 and March 31, 2009 was $42,157 and $20,988, respectively.  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 three months ended March 31, 2010 and the year ended December 31, 2009 was $103,848 and $20,223, respectively.   4. Intangibles Intangible assets at March 31, 2010 and December 31, 2009 consist of the following:  March 31, 2010December 31, 2009Technology based assets$515,836$515,836Less accumulated amortization(44,418)(35,821)$471,418$480,015  Amortization expense for the three months ended March 31, 2010 and March 31, 2009 was $8,597 and $8,597, respectively.   5. Accrued expenses Accounts payable and accrued expenses at March 31, 2010 and December 31, 2009 were $630,924 and $598,987, respectively and included operating expenses.   6. Stockholders equity On December 31, 2009, there were 37,298,571 shares of common stock issued and outstanding, of which 26,441,370 shares were restricted.  On February 15, 2010, the Board of Directors awarded certain employees 260,000 shares of common stock.  On March 24, 2010, the Company entered into a consulting agreement with the Casale Alliance, LLP.  The company issued 22,020 shares of restricted common stock all subject to the restrictions of SEC Rule 144.  We account for stock-based compensation in accordance ASC 718-10 Share-Based Payment.  Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award.  On March 31, 2010 the Company entered into a business consulting agreement with Janette Minasian Pires CPA, Inc.  The Company issued 195,000 shares of restricted common stock all subject to the restrictions of SEC Rule 144.  We account for stock-based compensation in accordance ASC 718-10 Share-Based Payment.  Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award. As a result of the private placement offerings authorized by the Board of Directors, the Company has raised $2,222,393 by issuing
8,068,571 shares to date.  10 Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements March 31, 2010 (Continued)  7. Commitment and contingencies The Company has entered into two leases for the corporate offices and a production facility.  The corporate offices are sublet on a month to month basis.  The lease on the production facility expires January 31, 2012.  Monthly rent is $3,065 and $9,154 respectively.  The Company has no known lawsuits or any pending litigation.  On May 7, 2009 Donald Hejmanowski, Vice President of Corporate Communications, lent the Company $50,000.  After a partial repayment of $14,000, the original maturity date of July 31, 2009 has been extended indefinitely.  On June 23, 2009 M.M.E.D., LLC lent the Company $100,000 plus accrued interest of $11,000 was due August 31, 2009.  Under the terms of the note, 50,000 shares of the Companys stock were transferred to the note holder.  The note was extended after payments of $81,000 were made.  M.M.E.D, LLC released the security interest in a Hydrogen Fuel Cell which served as collateral for this loan.  On March 1, 2010, after further payments of $16,500 were made, the remaining loan balance of $13,500 was forgiven.   8. Research and development costs The Company is currently developing several prototypes.  Some of them will have alternative uses as demonstration models, anticipated to be used at trade shows and marketing events.  Additionally, these prototypes are being developed from automobiles and trucks.  Successful testing of our modifications will result in a salable unit, retaining a future value.  There is residual value in these prototypes at all times.  Therefore we have capitalized three of our prototypes.  Vision Industries has been asked by FedEx to produce a prototype truck for their specific use.  The costs incurred in this production prototype are expensed as research and development costs in accordance with ASC 730-10-25.   9. 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 is to raise equity through a private placement offering of $2,500,000 to raise working capital and sustain operations.  The original 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.  The offering was later amended to reduce the common stock price to $.25 per share.  As of March 31, 2010, the Company has an accumulated deficit of $4,759,776.  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.   10. 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.  The note holder M.M.E.D. is related to a shareholder in the Company. 11 Quick Link to Table of Contents  VISION INDUSTRIES CORP. Notes to Financial Statements March 31, 2010 (Continued)   11. Subsequent events On April 22, 2010 the Company received a purchase order from the Port of Los Angeles for a zero emission Class 8 Hybrid Electric Truck.  On April 22, 2010, the Company renewed a consulting marketing contract with Del Mar Corporate Consulting, LLC.  The Company issued 200,000 shares of restricted common stock all subject to the restrictions of SEC Rule 144.  We account for stock-based compensation in accordance ASC 718-10 Share-Based Payment.  Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award.  On May 7, 2010, the Company accepted the resignation of Donald Hejmanowski, Vice President Corporate Communications and Director.  On May 12 the Company accepted the resignation of Lawrence Weisdorn, Secretary, Treasurer, Chief Operating Officer, Chief Financial Officer, and Director.  For more information on these events, please see Item 5 Other Information.  Subsequent events have been evaluated through May 14, 2010 which is the date the financial statements were issued.   12. Restatement The Companys quarterly report on Form 10-Q for the period ending March 31, 2009 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.    12 Quick Link to Table of Contents  ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION  The following discussion should be read in conjunction with ourfinancial statementsand the notes thereto.  Forward-Looking Statements  This quarterly report contains forward-looking statements relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this Report, the words anticipate, believe, estimate, expect, intend, plan and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect managements current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: our potential inability to raise additional capital, the possibility that third parties hold proprietary rights that preclude us from marketing our products, the emergence of additional competing technologies, changes in domestic and foreign laws, regulations and taxes, changes in economic conditions, a general economic downturn, a downturn in the securities markets, Securities and Exchange Commission regulations which affect trading in the securities of penny stocks, and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Report as anticipated, estimated or expected.  Use of Certain Defined Terms  Except as otherwise indicated by the context, references in this report to Vision we, us, or our and the Company are references to the business of Vision Industries Corp.  Use of GAAP Financial Measures  We use GAAP financial measures in the section of this quarterly report captioned Managements Discussion and Analysis and Results of Operation. All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.  Overview  This subsection of MD&A is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.  General We are 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 March 31, 2010.  We are conducting a private placement under U.S. Securities and Exchange Commission Regulation 506 and have raised $1,811,893 as of March 31, 2010. 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. Employees  As of March 31, 2010, there were seven (7) full time employees at Vision Industries Corp.  This includes the officers and directors who run the corporation.  13 Quick Link to Table of Contents  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 March 31, 2010.  Income tax expense is the current tax payable or refundable for the period, plus or minus the net change in the deferred tax asset and liability accounts.  Impairment of Long-Lived Assets  Accounting Standards Codification (ASC) 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  We assess the potential impairment of long-lived assets, principally property and equipment, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. We determine if there is impairment by comparing undiscounted future cash flows from the related long-lived assets with their respective carrying values. In determining future cash flows, significant estimates are made by us with respect to future operating results of the restaurant over its remaining lease term. If assets are determined to be impaired, the impairment charge is measured by calculating the amount by which the asset carrying amount exceeds its fair value. This process of assessing fair values requires the use of estimates and assumptions, which are subject to a high degree of judgment. If these assumptions change in the future, we may be required to record impairment charges for these assets. The adoption of ASC 360 has not materially affected the Companys reported earnings, financial condition or cash flows.   14 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)  
|March 31, 2010               | -          | $     1,472,068  | $     (1,459,499)  
|March 31, 2009               | -          | $     685,882    | $        (704,863) 
|December 31, 2009            | -          | $     3,117,560  | $     (3,309,387)  
|December 31, 2008 (restated) | $   90,000 | $        112,846 | $          (25,459)

Liquidity and Capital Resources  As of March 31, 2010, we had cash and cash equivalents of $12,741. 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. We have incurred liabilities that make our company illiquid at this time.  Management filed a Form D with the S.E.C. on January 1, 2009 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.  On August 11, 2009, the Company filed another Form D to raise an additional $2,500,000 through a private placement under SEC Regulation 506.  The Company raised $1,811,893 as of March 31, 2010 by issuing
7,247,571 shares.  15 Quick Link to Table of Contents  Results of Operations for the three months ended March 31, 2010 and 2009  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


|                                                                        |  |                    |  |                      |  |           |  |        
|----------------------------------------------------------------------- |  | ------------------ |  | -------------------- |  | --------- |  | -------
|                                                                        |  | Three months ended |  |                      |  |          
|                                                                        |  | March 31, 2010     |  | March 31, 2009       |  |           |  |        
|                                                                        |  | Unaudited          |  | Unaudited & Restated |  | Change    |  | %Change
|Revenue                                                                 |  | -                  |  | -                    |  | -         |  | -      
|                                                                        |  |                    |  |                      |  |           |  |        
|Operating expenses:                                                     |  |                    |  |                      |  |           |  |        
|Accounting                                                              |  | 21,300             |  | 1,375                |  | 19,925    |  | 1449%  
|Advertising                                                             |  | 2,289              |  | -                    |  | 2,289     |  | 100%   
|Amortization                                                            |  | 8,597              |  | 8,597                |  | -         |  | 0%     
|Automobile expenses                                                     |  | 4,734              |  | 463                  |  | 4,271     |  | 922%   
|Bank Charges                                                            |  | 700                |  | -                    |  | 700       |  | 100%   
|Commissions                                                             |  | 36,500             |  | -                    |  | 36,500    |  | 100%   
|Consultants                                                             |  | 20,000             |  | -                    |  | 20,000    |  | 100%   
|Depreciation expense                                                    |  | 42,157             |  | 20,988               |  | 21,169    |  | 101%   
|Dues and subscriptions                                                  |  | 2,020              |  | -                    |  | 2,020     |  | 100%   
|Equity based compensation                                               |  | 957,714            |  | 362,256              |  | 595,458   |  | 53%    
|Insurance                                                               |  | 2,850              |  | 1,832                |  | 1,018     |  | 56%    
|Legal fees                                                              |  | 13,528             |  | 12,758               |  | 771       |  | 6%     
|Meals and entertainment                                                 |  | 1,718              |  | 227                  |  | 1,491     |  | 657%   
|Office expense                                                          |  | 3,172              |  | 1,800                |  | 1,372     |  | 76%    
|Officer salary                                                          |  | 171,000            |  | 204,000              |  | (33,000)  |  | -16%   
|Outside services                                                        |  | 728                |  | 33,526               |  | (32,798)  |  | -98%   
|Parking                                                                 |  | 1,690              |  | 645                  |  | 1,045     |  | 162%   
|Postage and delivery                                                    |  | 601                |  | 35                   |  | 566       |  | 1621%  
|Rent                                                                    |  | 36,976             |  | 26,021               |  | 10,955    |  | 42%    
|Repairs and maintenance                                                 |  | -                  |  | 7,447                |  | (7,447)   |  | -100%  
|Research and development                                                |  | 90,452             |  | -                    |  | 90,452    |  | 100%   
|Taxes and licenses                                                      |  | 13,952             |  | 183                  |  | 13,769    |  | 7514%  
|Telephone                                                               |  | 3,764              |  | 2,147                |  | 1,617     |  | 75%    
|Trade shows                                                             |  | 900                |  | -                    |  | 900       |  | 100%   
|Travel                                                                  |  | 1,894              |  | 1,377                |  | 516       |  | 37%    
|Utilities                                                               |  | 1,832              |  | 205                  |  | 1,627     |  | 792%   
|Wages                                                                   |  | 31,000             |  | -                    |  | 31,000    |  | 100%   
|Total operating expenses                                                |  | 1,472,068          |  | 685,882              |  | 786,186   |  | 115%   
|                                                                        |  |                    |  |                      |  |           |  |        
|Loss before other income (expense).                                     |  | (1,472,068)        |  | (685,882)            |  | (786,186) |  | 115%   
|                                                                        |  |                    |  |                      |  |           |  |        
|Other income (expense):                                                 |  |                    |  |                      |  |           |  |        
|Forgiveness of debt income                                              |  | 13,500             |  | -                    |  | 13,500    |  | 100%   
|Income tax expense                                                      |  | -                  |  | (800)                |  | 800       |  | -100%  
|Interest expense                                                        |  | (931)              |  |                      |  | (931)     |  | 100%   
|Loss on assignment of fixed assets                                      |  | -                  |  | (18,181)             |  | 18,181    |  | -100%  
|Loss on foreign currency translation                                    |  |                    |  | -                    |  | -         |  | 0%     
|Total other income (expense)                                            |  | 12,569             |  | (18,981)             |  | 31,550    |  | -166%  
|                                                                        |  |                    |  |                      |  |           |  |        
|Net loss                                                                |  | (1,459,499)        |  | (704,863)            |  | (754,636) |  | 107%   
|                                                                        |  |                    |  |                      |  |           |  |        
|Loss per share: basic and diluted                                       |  | (0.04)             |  | (0.02)               |  | (0.01)    |  | 37%    
|Weighted average number of common shares outstanding: Basic and diluted |  | 38,605,006         |  | 30,925,517           |  | 7,679,489 |  | 25%    

Revenues. There were no revenues for the three months ended March 31, 2010 and for the three months ended March 31, 2009.  Management directly attributes this to the fact that the Companys focus has been on product development.  16 Quick Link to Table of Contents  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 $786,186 to $1,472,068 for the three months ended March 31, 2010 from $685,882 for the three months ended March 31, 2009.  The bulk of this increase is attributed the equity based compensation awarded to employees, however, $90,452 of the increase is due to increased focus on research and development.  Income (Loss) from Operations. For the three month periods ended March 31, 2010 and March 31, 2009, we incurred net losses of $1,472,068 and $685,882, respectively.  This significant loss from operations is primarily attributable to our equity based compensation and research and development expenses and our lack of any revenues.  Net Loss. As a result of the factors described above, net loss increased from $704,863 for the three months ended March 31, 2009 to a net loss of $1,459,499 for the three months ended March 31, 2010.  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  Disclosure Controls and Procedures.  The management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is a process designed to provide reasonable assurance to management and to the board of directors regarding the preparation and fair presentation of published financial statements.  Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Corporation; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporations assets that could have a material effect on our financial statements.  All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. 17 Quick Link to Table of Contents  Management assessed the effectiveness of the Corporations internal control over financial reporting as of March 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on our assessment management believes that, as of March 31, 2010, the Corporations internal control over financial reporting is effective based on those criteria.  This quarterly report does not include an attestation report of the Corporations registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this quarterly report.  Changes in Internal Controls over Financial Reporting.  We had no significant changes in our internal controls during the period ended March 31, 2010.  Management concluded that there has been no change in our internal control over financial reporting during the period ended March 31, 2010, that has materially affected or is reasonably likely to affect our internal control over financial reporting.   18 Quick Link to Table of Contents PART II  OTHER INFORMATION    ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Except as specified below, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.  Set forth below is information regarding the issuance and sales of Vision Industries Corp.s common stock without registration under the Securities Act of 1933during the last three years.  For the transactions listed in (a) and (b) 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.  After giving 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, Ms. Harrison received a total of 2,500,000 shares. (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. After giving 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, a total of 1,050,000 shares were sold to sold to thirty-five (35) friends, family and personal business acquaintances of the Officers and Directors. (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 for total of $410,500.00 and then closed the offering on June 15, 2009.   Broker commissions totaled $27,365.00.   The shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 as the shares were not a part of a public offering and pursuant to Rule 506 of the Rules and Regulations of the Securities Act of 1933. Each purchaser received an Offering Memorandum and the purchasers executed subscription agreements.  The offering was limited to accredited investors. The sale transactions occurred between January 26, 2009 and June 9, 2009. (d) On May 4, 2009, the Board of Directors authorized the sale of up to 5,000,000 units (at $0.50 per unit) with each unit comprised of one common share and two common share purchase warrants (Warrants). The first Warrant is exercisable into one common share for a period of 60 months from closing of this offering at a price of $0.75 per share, and the second Warrant is exercisable into one common share for a period of 60 months from closing of this offering at a price of $1.25 per share.  The minimum investment is $20,000 or 40,000 units. The Company filed a Form D with the U.S. Securities and Exchange Commission for sales under Regulation D Section 506.  Shares are being sold to U.S. citizens under the Regulation D 506 exemption claimed under 19 Quick Link to Table of Contents  Section 4(2) of the Securities Act of 1933, as amended.  These shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 as the shares were not a part of a public offering and pursuant to Rule 506 of the Rules and Regulations of the Securities Act of 1933. The Offering began on June 29, 2009 with a scheduled termination date of September 29, 2009.  The following terms of the Offering were amended on September 28, 2009: effective both immediately and retroactively, the price per unit was changed from $0.50 per unit to $0.25 per unit, increasing the number of units authorized to 10,000,000, and the offering was extended fifteen (15) days to October 15, 2009.  On October 14, 2009, the offering was extended again to November 30, 2009. The Offering was subsequently extended to May 31, 2010.  Each purchaser received (or will receive) an Offering Memorandum and executed (or will execute) a subscription agreement.  The offering is limited to accredited investors.  Beginning July 21, 2009 through March 31, 2010, the Company has sold
7,247,571 of the authorized 10,000,000 units for total of $1,811,893 with broker commissions of $32,000.    ITEM 5 OTHER INFORMATION  On May 7, 2010, Donald Hejmanowski resigned as Director and Vice-President of Corporate Communications.  On May 12, 2010, Lawrence Weisdorn resigned as Director, Secretary, Treasurer, Chief Financial Officer, and Chief Operating Officer.  Neither Mr. Hejmanowskis nor Mr. Weisdorns departures are the result of any disagreement with the Company regarding the Companys operations, policies or practices.  The Company has not made a decision for replacement directors at this time but has begun pursuing candidate(s) for the vacant director positions, with said candidate(s) to be presented for shareholder vote at the next annual shareholders meeting.  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.      

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|10.3 | Assignment and Contribution Agreement between Cheetah Consulting, Inc. and Ice Conversions, Inc.
Filed on December 29, 2008, as Exhibit 10 to the Companys Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.                    
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.4 | Vision Industries Corp. 2009 Non-Qualified Stock Option Plan
Filed on February 11, 2009, as Exhibit 10.1 to the Companys Current Report on Form 8-K dated January 8, 2009 and incorporated herein by reference.                                                        
|10.5 | Investor Relations Consulting Agreement (Redwood Consultants, LLC)
Filed on February 11, 2009, as Exhibit 10.2 to the Companys Current Report on Form 8-K dated January 8, 2009 and incorporated herein by reference.                                                  
|10.6 | Vision Industries Corp. Amended 2009 Non-Qualified Stock Option Plan
Filed on March 29, 2010, as Exhibit 10.6 to the Companys Annual Report on Form 10-K dated March 26, 2010 and incorporated herein by reference.                                                    
|14   | Code of Ethics
Filed on September 20, 2007 as Exhibit 14 to the registrants Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.                                                                                            
|23   | Consent of Independent Registered Public Accounting Firm, Randall N. Drake, C.P.A.
Filed on March 29, 2009 as Exhibit 23 to the registrants Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 333-146209) and incorporated herein by reference.
|31   | Certification of Chief Executive Officer  and 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.                                                                            

21  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:  May 14, 2010/s/ MARTIN SCHUERMANNMartin SchuermannChief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director      22