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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2014

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

Commission File No. 000-53315

VISION INDUSTRIES CORP.

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

 

 

FLORIDA

 

14-1908451

 

 

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Tax. I.D. No.)

 

 

2230 E. Artesia Blvd., Long Beach, CA 90805

(Address of Principal Executive Offices)

 

(310) 454-5658

(Registrant’s Telephone Number, Including Area Code)

 

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


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


Large accelerated filer.o

Accelerated filer.   o

Non-accelerated filer.  o

(Do not check if a smaller reporting company)

Smaller reporting company.  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 issuers classes of common stock as of May 15, 2014 was 101,399,371




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TABLE OF CONTENTS


Part I Financial Information

Item 1.  Financial Statements

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

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Item 4.  Controls and Procedures

Part II – Other Information 

Item 1.  Legal Proceedings

Item 1A.  Risk Factors

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

Item 3.  Defaults Upon Senior Securities

Item 4.  Mine Safety Disclosures

Item 5.  Other Information

Item 6.  Exhibits

Signatures




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PART I – FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS

Vision Industries Corp.

Condensed Balance Sheets


 

 

March 31, 2014

(Unaudited)

 

December 31, 2013

ASSETS

CURRENT ASSETS:

 

 

 

 

  Cash

$

973

$

10,583

  Project in progress

 

281,333

 

167,656

  Inventory

 

238,419

 

237,214

  Prepaid expenses

 

46,812

 

37,147

  Trade deposits

 

26,207

 

26,207

    Total current assets

 

593,744

 

478,807

 

 

 

 

 

PROPERTY AND EQUIPMENT, NET

 

306,221

 

325,334

 

 

 

 

 

INTANGIBLE ASSETS, NET

 

218,101

 

225,136

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

   Deferred Loss

 

88,592

 

95,600

   Other Assets

 

45,728

 

45,728

    Total other assets

 

134,320

 

141,328

 

 

 

 

 

Total assets

$

1,252,386

$

1,170,605

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

  Accounts payable and accrued expense

$

388,971

$

406,267

  Current portion notes payable

 

2,257,603

 

369,000

    Total current liabilities

 

2,646,574

 

775,267

 

 

 

 

 

NONCURRENT LIABILITIES:

 

 

 

 

   Long-term portion of notes payable

 

510,958

 

2,346,911

    Total noncurrent liabilities

 

510,958

 

2,346,911

 

 

 

 

 

Total liabilities

 

3,157,532

 

3,122,178

 

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

 

Preferred stock,$.001 par value, 2,000,000 shares authorized , 250,000 issued and outstanding

 

250

 

250

Common stock, $.001 par value 500,000,000 authorized, 93,851,920 and 85,160,365 issued and outstanding, respectively

 

93,852

 

85,163

Additional paid in capital

 

21,474,650

 

20,320,905

Accumulated deficit

 

(23,473,898)

 

(22,357,891)

    Total stockholders' deficit

 

(1,905,146)

 

(1,951,573)

 

 

 

 

 

Total liabilities and stockholders' deficit

$

1,252,386

$

1,170,605

See notes to condensed financial statements



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Vision Industries Corp.

Condensed Statements of Operations

(Unaudited)


 

 

Three Months Ended

 

 

March 31, 2014

 

March 31, 2013

REVENUE:

$

-

$

-

 

 

 

 

 

DIRECT COSTS

 

-

 

-

 

 

 

 

 

 

 

-

 

-

  

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

  Research and development

 

6,330

 

296

  General and administrative

 

91,185

 

344,372

  Equity based compensation

 

548,674

 

743,574

  Depreciation and amortization

 

33,156

 

29,974

    Total operating expenses

 

679,345

 

1,118,216

 

 

 

 

 

LOSS FROM OPERATIONS

 

(679,345)

 

(1,118,216)

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

  Miscellaneous Income

 

1,412

 

15,337

  Interest expense

 

(103,733)

 

(50,123)

  Loss on extinguishment of debt

 

(334,341)

 

-

    Total other income (expense)

 

(436,662)

 

(34,786)

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

(1,116,007)

 

(1,153,002)

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

-

 

-

 

 

 

 

 

NET LOSS

$

(1,116,007)

$

(1,153,002)

 

 

 

 

 

NET LOSS PER SHARE, BASIC AND DILUTED

$

(0.01)

$

(0.02)

 

 

 

 

 

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED

 

91,554,528

 

59,052,655


See notes to condensed financial statements



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Vision Industries Corp.

Condensed Statements of Cash Flows

(Unaudited)


 

 

Three Months Ended

 

 

March 31, 2014

 

March 31, 2013

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

  Net loss

$

(1,116,007)

$

(1,153,002)

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

    Equity-based compensation

 

548,674

 

743,574

    Depreciation and amortization

 

33,156

 

29,974

    Stock issued for services

 

17,266

 

63,400

    Notes payable issued for services

 

7,900

 

-

    Loss on extinguishment of debt

 

334,341

 

-

    Debt discount amortized to interest expense

 

46,099

 

-

Changes in operating assets and liabilities:

 

 

 

 

    Project in process

 

(113,677)

 

-

    Inventory

 

(1,205)

 

(3,558)

   Prepaid expenses and other current assets

 

(9,665)

 

(3,943)

   Trade deposits

 

-

 

4,259

   Accounts payable and accrued expenses

 

78,908

 

(32,052)

NET CASH USED IN OPERATING ACTIVITIES

 

(174,210)

 

(351,348)

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

   Purchase of property and equipment

 

-

 

(3,003)

   Increase in security deposits

 

-

 

(35,970)

 

 

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

-

 

(38,973)

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

  Proceeds from notes payable

 

164,600

 

1,050,000

  Principal payments on notes payable

 

-

 

(54,964)

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

164,600

 

995,036

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

(9,610)

 

604,715

 

 

 

 

 

CASH, BEGINNING OF THE PERIOD

 

10,583

 

23,374

 

 

 

 

 

CASH, END OF THE PERIOD

$

973

$

628,089


See notes to condensed financial statements



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VISION INDUSTRIES CORP.

Notes to Condensed Financial Statements

Three Months Ended March 31, 2014

(Unaudited)



1.

BASIS OF PRESENTATION AND GOING CONCERN



General Background and Business Environment

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


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. Since 2011, Vision has engaged in “well-to-wheel” national initiatives to deploy its zero-emission fuel cell electric vehicles (“FCEV”) in nonattainment areas, such as the Port of Houston and the twin Ports of Los Angles and Long Beach.  Accompanying any regional fleet deployment are plans to build and operate a hydrogen fueling station, which Vision is actively funding with the assistance of government grants and traditional project financing.




Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information.  Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included.  Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.  For further information refer to the financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2013.




Going Concern

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




2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The policies discussed below are considered by management to be critical to an understanding of the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.



Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities.


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



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warranties.  The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events.


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




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.




Project in Process

Costs incurred on grant milestones before our invoices are submitted are deferred and recorded as project in process on our balance sheet.  Such costs include labor, parts and supplies, and an allocation of overhead.  As of March 31, 2014 and December 31, 2013, we had deferred costs totaling $281,333 and $167.656, respectively.




Inventories

Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out (FIFO) basis.




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 seven years.




Intangible Assets

Intangible assets are amortized using the straight-line method over their estimated period of benefit, ranging from one to thirteen years.  We evaluate the recoverability of intangible assets periodically and 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.



Deferred Loss

The loss realized on the February 2012 sale and leaseback transaction has been deferred and is being amortized using the straight-line method over the term of the lease.  As of March 31, 2014 and December 31, 2013, the balance of the deferred loss was $88,592 and $95,600, respectively.  Amortization expense was $7,008 for each of the three months ended March 31, 2014 and 2013.




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.





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Stock-Based Compensation

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


The Company records equity instruments issued to non-employees 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.




Revenue Recognition

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




Research and Development Expenditures

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


1.

its ability to measure reliably the expenditure attributable to the asset under development;

2.

the product or process is technically and commercially feasible;

3.

its future economic benefits are probable;

4.

its ability to use or sell the developed asset;

5.

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

6.

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


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




Per Share Computations

Basic net earnings per share is computed using the weighted-average number of common shares outstanding during the period.  Diluted earnings per share is computed using the basic weighted-average number of common shares and the dilutive potential common shares outstanding during the period.  During the three months ended March 31, 2014 and 2013, we had no dilutive potential common shares; therefore, basic and diluted earnings per share were the same.



Recently Issued Accounting Pronouncements

Management reviewed new accounting pronouncements issued during the three months ended March 31, 2014 and through the date of filing this report, and believes no pronouncements are applicable to or would have a material impact on the financial statements of the Company.




Reclassifications

Certain amounts in the condensed consolidated financial statements for the three months ended March 31, 2013 have been reclassified to conform to the presentation for the three months ended March 31, 2014.




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3.

PROPERTY AND EQUIPMENT


Property and equipment consisted of the following at:



 

March 31, 2014

December 31, 2013

 

 

 

Computers and software

$            30,569

$            30,569

Furniture and fixtures

3,986

3,986

Office equipment

2,018

2,018

Leased assets

285,000

285,000

Leasehold improvements

46,191

46,191

Shop equipment

55,646

55,646

Production prototypes

73,240

73,240

 

496,650

496,650

Less accumulated depreciation

(190,429)

(171,316)

   

$            306,221

$          325,334



Property and equipment are stated at cost whereas production prototypes are stated at net realizable value.  


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


Depreciation expense for the three months ended March 31, 2014 and 2013 was $19,113 and $17,389, respectively.  



4.

INTANGIBLE ASSETS


Intangible assets consisted of the following at:



 

March 31, 2014

December 31, 2013

 

 

 

Intellectual property

$          365,836

$          365,836

Accumulated amortization

(147,735)

(140,700)

 

 

 

Ending balance

$            218,101

$          225,136



Amortization expense for the three months ended March 31, 2014 and 2013 was $7,035 and $12,585, respectively.




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5.

NOTES PAYABLE


Notes payable consisted of the following at:




 

Maturity
Date

Interest
Rate

March 31,
2014

December 31,
2013

 

 

 

 

 

TTSI lease

11/30/2016

15%

$          280,630

$          280,630

TTSI

8/22/2013

8%

50,000

50,000

QIF Malta 1 Ltd.

9/12/2013

8%

500,000

500,000

QIF Malta 1 Ltd.

6/30/14

8%

1,290,000

1,290,000

Tangiers Investment

7/11/2014

10%

-

52,500

Tangiers Investment

8/26/2014

10%

34,500

52,500

Asher #8

6/12/14

8%

53,500

93,500

Frau Margot Porchet

10/29/2016

10%

50,000

50,000

Kohall Holdings

10/29/2016

10%

50,000

50,000

Asher #9

8/14/2014

8%

42,500

42,500

Asher #10

9/12/2014

8%

53,000

53,000

JMJ Financial

12/11/2015

0%

27,917

25,000

Due to officer

Demand

0%

274,170

274,170

Gel Properties, LLC

1/22/2015

6%

30,000

-

Asher #11

10/30/2014

8%

37,500

-

LG Capital Funding, LLC

2/26/2015

8%

25,000

-

QIF Malta 1 Ltd.

9/30/2014

8%

80,000

-

Less debt discount

 

 

(110,156)

(97,889)

 

 

 

 

 

Total

 

 

2,768,561

2,715,911

Current portion

 

 

2,257,603

369,000

 

 

 

 

 

Long-term portion

 

 

$            510,958

$       2,346,911



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


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


On February 29, 2012, Vision entered into a Sale Leaseback Agreement with Total Transportation Services, Inc. (TTSI) of Rancho Dominguez, California. The lease is payable in forty eight (48) monthly installments of Seven Thousand Nine hundred Thirty-two-dollars ($7,932) and bears interest at 15%.   As of March 31, 2014, the current portion of the lease liability is $134,927 and the long-term portion is $145,703.  We are in default on the payments on the lease.  We entered into a forbearance agreement with TTSI, however, that agreement has expired.  We continue to have discussions with TTSI regarding the extension of the maturity date and restructuring of the payments.


On August 22, 2012 the Company entered into a secured convertible promissory note for $50,000 with Total Transportation Services (TTSI). The convertible note matures on August 22, 2013 and bears an interest rate of 8%. The note is collateralized by the Company’s Kenworth Series T800 Glider; and security interests in all copy rights and patents.


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




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


Subsequently, on December 31, 2013, the Company entered into an Interest on Loan Conversion Agreement with QIF whereby the Company agreed to issue shares of its common stock on scheduled dates in 2014 in lieu of cash payments for interest on the total amount due of $1,790,000 at an agreed upon conversion price of $0.02 per share.  During the three months ended March 31, 2014, a total of 4,782,901 shares of the Company’s common stock were issued in payment of interest of $95,657.


On July 11, 2013, the Company executed a 10% convertible promissory note with Tangiers Investor Group, LLC in the principal amount of $52,500 due July 14, 2014. This note was converted in full into shares of the Company’s common stock during the three months ended March 31, 2014.


On August 26, 2013, the Company entered into a convertible loan agreement with Tangiers Investor Group, LLC in the principal amount of $52,500, bearing interest rate of 10% and maturing on August 14, 2014. During the three months ended March 31, 2014, $18,000 principal of this note was converted into shares of the Company’s common stock.


The Company has entered into a series of 8% convertible promissory notes with Asher Enterprises, LLC.  The notes bear interest at 8% and are generally payable nine months from the inception date.  The notes are convertible into shares of the Company’s common stock at a defined conversion price derived from market prices of the Company’s common stock.  During the three months ended March 31, 2014, $40,000 principal of one of the notes was converted into shares of the Company’s common stock.


On October 29, 2013, the Company entered into 10% convertible promissory notes with two private investors in the principal amount of $50,000 each, for a total of $100,000 due October 29, 2016.  


During the three months ended March 31, 2014, the Company entered into a 6% convertible promissory note with Gel Properties, LLC in the principal amount of $30,000, due January 22, 2015, and a 8% convertible promissory note with LG Capital Funding, LLC in the principal amount of $25,000, due February 26, 2015.


On February 3, 2014, the Company entered into a 8% promissory note with QIF, due September 30, 2014, without a conversion feature.


The due to officer with a balance of $274,170 at March 31, 2014 and December 31, 2013 is non-interest bearing and payable upon demand.  The amount is included in long-term debt at March 31, 2014 and December 31, 2013 because no demand for payment is anticipated in the near term.  The officer has waived his right to collect on the payable during 2014.




6.

STOCKHOLDERS’ DEFICIT


During the three months ended March 31, 2014, the Company issued a total of 8,688,555 shares of its common stock:  4,782,901 shares valued at $319,588 for accrued interest payable to QIF, resulting in a loss on debt extinguishment of $223,931; 3,593,848 shares valued at $205,935 in conversion of notes payable of $110,510 and accrued interest payable of $547, reduction of debt discount of $15,521, resulting in a loss on debt extinguishment of $110,410; and 311, 806 shares valued at $17,266 for services.


During the three months ended March 31, 2013, the Company issued a total of 1,063,819 shares valued at $33,800 for conversion of notes payable and accrued interest payable and 300,000 shares issued to each of three individuals in payment of commissions for brokering a loan facility with QIF.



7.

SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION



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During the three months ended March 31, 2014 and 2013, the Company paid no amounts for income taxes or interest.  


During the three months ended March 31, 2014, the Company had the following non-cash investing and financing activities:


·

Increased debt discount and additional paid-in capital by $70,970 for the beneficial conversion feature of new convertible notes payable.


·

Increased common stock by $3,594, increased additional paid-in capital by $202,342, decreased debt discount by $15,521, decreased notes payable by $110,500 and decreased accrued interest payable by $547 for the conversion of convertible notes payable to common stock.


·

Increased common stock by $4,783, increased additional paid-in capital by $314,805 and decreased accrued interest by $95,657 for the conversion of accrued interest to common stock.


During the three months ended March 31, 2013, the Company had the following non-cash investing and financing activities:


Increased common stock by $1,064, increased additional paid-in capital by $32,736, decreased notes payable by $32,500 and decreased accrued interest payable by $1,300 for the conversion of convertible notes payable to common stock.



8.

COMMITMENT AND CONTINGENCIES


On April 1, 2013, the Company entered into a 39-month lease agreement for its corporate headquarters in Long Beach, California.  The rent is $4,850 per month for the first six months; $9,991 for the second year; $10,291 for the third year; and $10,607 for the final three months of the lease term.




9.

SUBSEQUENT EVENTS


Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following:


On April 17, 2014, the Company issued 711,744 shares of its common stock to a lender in conversion of debt principal of $20,000.


On April 23, 2014, the Company issued 806,452 shares of its common stock to a lender in conversion of debt principal of $15,000.


On April 23, 2014, the Company issued 802,139 shares of its common stock to a lender in conversion of debt principal of $15,000.


On May 1, 2014, the Company issued 1,917,241 shares of its common stock to a lender in conversion of debt principal of $18,500 and accrued interest payable of $3,740.


On May 5, 2014, the Company issued 3,309,875 shares of its common stock to a lender in conversion of debt principal of $19,500 and accrued interest payable of $1,021.


On March 31, 2014, the Company entered into a convertible promissory note in the amount of $33,333 with Union Capital, LLC.  The note bears interest at a rate of 8% per annum and matures on March 31, 2015.  The note was funded subsequent to March 31, 2014.


On April 3, 2014, the Company entered into a convertible promissory note in the amount of $55,000 with Coventry Enterprises.  The note bears interest at a rate of 8% per annum and matures on April 2, 2015.


On April 3, 2014, the Company entered into a convertible promissory note in the amount of $86,500 with Typenex Co-Investment, LLC.  The note bears interest at a rate of 10% per annum and matures on December 3, 2015.


On April 9, 2014, the Company entered into a convertible promissory note in the amount of $60,000 with JDF Capital.  The note bears interest at a rate of 10% and matures on October 7, 2015.


On April 4, 2014, the Company entered into a convertible promissory note in the amount of $250,000 with Vista Capital Investments, LLC and received the first advance of $25,000.   The note bears interest at a rate of 10%, with each advance maturing one year from funding.  



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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following discussion should be read in conjunction with our financial statements and 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

The company’s mission statement is to “develop zero-emission transportation solutions for the 21st century.”  To achieve this mission, Vision has internally organized itself to focus on fuel cell vehicle technology and hydrogen fueling. With that as a backdrop, Vision engaged in numerous “well-to-wheel” national initiatives since the beginning of the year. Center to the Company’s efforts are the awarded government grants. Vision has won two (2) U.S. Department of Energy grants ($4.4MM in total) to put demonstration fleets of fuel cell electric Class 8 trucks at the Ports of Houston and Los Angeles.


Vision Motor Corporation, the Company’s fuel cell vehicle division, entered 2014 with its on-road Class 8 fuel cell electric truck, the Tyrano™, on the verge of commercialization. The Company’s other vehicle type, a Class 8 terminal tractor, the Zero-TT™, is still in the prototyping stage.  


The Vehicle Business

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


On March 10, 2014, Vision held a Customer Requirements meeting, with its launch customer, Total Transportation Services, Inc. (TTS-I).  The meeting signified the official kickoff of the Los Angeles-based DOE grant.  Since then, Vision’s Engineering Team has completed the system design for the pre-commercial build, the template for the 100-unit purchase order from TTS-I.

In the 1st Quarter of 2014, Vision continued its joint-development collaboration with Balqon Corporation (OTCBB: BLQN) and Cargotec USA, to develop the world’s first fuel cell electric (FCE) Terminal Tractor, the Zero-TT.  The FCE Zero-TT will be built on Cargotec’s Kalmar Ottawa 4x2 chassis (110” wheelbase), made electric by Balqon, and then upgraded with Vision’s fuel cell technology for its range extension capabilities.  At its current pace, Vision is looking forward to having a working prototype in the 4th Quarter of 2014.


Future Business Opportunities

On March 12, 2014, Vision was approached by a Fortune 500 Oil & Gas company to prototype a fuel cell electric vehicle for their fluids management division.  Vision is currently going through their vendor qualification process to be able to submit a proposal for



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funding.  Reciprocally, the potential customer has filled-out Vision’s preliminary customer requirements document.  An official proposal is expected to be submitted sometime mid-summer of this year.


On April 30, 2014, Vision was notified that its proposal to build a fuel cell-electric refuse truck has won Phase 1 approval by the U.S. Department of Energy's SBIR/STTR Program (DOE FOA 0001406).  Under the proposal, Vision Industries will be collaborating with the City of Santa Monica's (California) Public Works Division, where the Fuel Cell Electric Refuse Truck will be placed in demonstration service. The project aims to measure and demonstrate operational cost-effectiveness, emission reduction and commercial viability of a heavy-duty fuel cell electric vehicle in the refuse service.


On April 21, 2014, Vision delivered six electric bikes to the Boston Police Department. The bikes are prototype electric bikes, designed to be used by Police units for crowd control or patrolling in areas where vehicle traffic is restricted.  Vision will evaluate the results of this test and analyze market opportunities before entering this field of business.  The six bicycles were purchased by a Boston resident from Vision and donated to the Police Department.


Government Policy Initiatives

In the first quarter of 2014, Vision made concerted efforts to particulate in shaping Hydrogen policy at the state and national-level.  In the State of California, the Company attended policy meetings at the California Air Resources Board (CARB) to insure favorable outcomes concerning two (2) initiatives:


·

Hybrid Voucher Incentive Program (HVIP).  The HVIP is a first-come, first-served voucher program whose cash value at participating dealerships, range from $8,000 to $45,000 for the purchase of each eligible new hybrid or electric truck or bus.  A heavy-duty FCEV is expected to command a top-end voucher amount.  Currently, there is $15MM set aside for the heavy-duty vehicle category for 2014-2015.  Vision expects to qualify its Class 8 Tyrano™ by the end of the year.  The inclusion of Vision’s FCEVs into the program should have a positive effect with customer purchasing.


·

Advanced Technology Freight Demonstration Projects.  This newly-formed program has earmarked $20MM - $25MM for a large-scale zero-emission drayage truck demonstration.  Vision has been invited to the California Air Resources Board headquarters, to provide input regarding the program’s language and its implementation.  Vision intends to submit an application to put a sizable fleet of FCEVs in Southern California.  This fleet will be used to test new configurations of the Tyrano™.


Going forward, the Company also intends to engage the California Alternative Energy and Advanced Transportation Financing Authority (CAEATFA), an agency governed by the State Treasurer’s Office, in a variety of offerings such as the:


·

Sales Tax and Use Exclusion (STE) Program.  The STE Program is designed to provide sales tax breaks to cleantech companies purchasing manufacturing equipment.


·

Qualified Energy Conservation Bonds (“QECBs”).  QECBs are designed to provide low-interest financing to promote the use of alternative energy and energy efficiency in State, Local, and Tribal Government facilities. The bonds have a duration of 10 years with the borrower making one principal plus interest payment annually.


Employees

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


Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America or GAAP.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black Scholes option pricing model.  We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.


Use of Estimates

In accordance with GAAP, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues



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and expenses during the reporting period.  Actual results could differ from those estimates.  These estimates and assumptions relate to recording net revenue, collectability of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors.  Management believes it has exercised reasonable judgment in deriving these estimates.  Consequently, a change in conditions could affect these estimates.


Income Taxes

We account for income taxes using the asset and liability method.  Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.


Stock-Based Compensation

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


Recently Issued Accounting Pronouncements

No new accounting pronouncements were issued during the quarter ended March 31, 2014 and through the date of filing this report that we believe are applicable or would have a material impact on our financial statements.


RESULTS OF OPERATIONS – THREE MONTHS ENDED MARCH 31, 2014 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2013


Research and Development

Research and development expenses increased by $6,034 to $6,330 in the three months ended March 31, 2014 from $296 in the three months ended March 31, 2013.  At this time, much of our efforts are focused on grant milestones for the Los Angeles-based DOE grant, and we currently defer labor and other costs to projects in progress on our balance sheet rather than expensing the costs to research and development.


General and Administrative Expenses

General and administrative expenses decreased by $253,187 to $91,185 in the three months ended March 31, 2014 from $344,372 in the three months ended March 31, 2013.  The decrease in general and administrative expenses in the current period is due primarily to our deferring certain cost and expenses to projects in progress and to decreases in salaries and professional fees.


Equity Based Compensation

Equity-based compensation expense decreased by $194,900 to $548,674 in the three months ended March 31, 2014 from $743,574 in the three months ended March 31, 2013.  We amortize the value of equity-based compensation over the periods the awards vest.  As a result the compensation expense may vary from period to period as vesting periods end.


Depreciation and Amortization Expense

Depreciation and amortization increased by $3,182 to $33,156 in three months ended March 31, 2014 from $29,974 in the three months ended March 31, 2013.  Much of the increase is due to depreciation of our property and equipment resulting from additions purchased during 2013.


Other Income (Expense)

Miscellaneous income is not material to our results of operations, and decreased to $1,412 in the three months ended March 31, 2014 from$15,337 in the three months ended March 31, 2013.  


Interest expense increased by $53,610 to $103,733 in the three months ended March 31, 2014 from $50,123 in the three months ended March 31, 2013.  We continue to fund our operations primarily with debt, with resultant increases in interest expense.


We reported a loss on extinguishment of debt of $334,341 in the three months ended March 31, 2014 from the conversion of debt to equity.  Generally, we record the issuance of our common stock at current market prices and the debt conversion prices are discounted from market prices, resulting in a difference that is recorded as a loss on extinguishment of debt.  We did not report a loss on extinguishment of debt in the three months ended March 31, 2013.


Net Loss



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As a result, we reported a net loss for the three months ended March 31, 2014 of $1,116,007, compared to a net loss of $1,153,002 for the three months ended March 31, 2013.


Liquidity and Capital Resources


As of March 31, 2014, we had a working capital deficit of $2,052,830 and a total stockholders’ deficit of $1,905,146.  Our cash balance at March 31, 2014 was $973, and we are dependent on our ability to continue to raise funds primarily through debt financing.


During the three months ended March 31, 2014, we used net cash of $174,210 in operating activities as a result of our net loss of $1,116,007 and increases in project in process of $113,677, inventory of $1,205 and prepaid expenses and other current assets of $9,665, partially offset by non-cash expenses totaling $987,436, and an increase in accounts payable and accrued expenses of $78,908.


By comparison, during the three months ended March 31, 2013, we used net cash of $351,348 in operating activities as a result of our net loss of $1,153,002 and increases in inventory of $3,558, prepaid expenses and other current assets of $3,943 and a decrease in accounts payable and accrued expenses of $32,052, partially offset by non-cash expenses totaling $836,948 and a decrease in trade deposits of $4,259.


We had no net cash provided by or used in investing activities in the three months ended March 31, 2014.  Net cash used in investing activities in the three months ended March 31, 2013 was $38,973, comprised of purchase of property and equipment of $3,003 and increase in security deposits of $35,970.


Net cash provided by financing activities during the three months ended March 31, 2014 was $164,600, comprised of proceeds from notes payable.  Net cash provided by financing activities during the three months ended March 31, 2013 was $995,036, comprised of proceeds from notes payable of $1,050,000, partially offset by principal payments on notes payable of $54,964.


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


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.


ITEM 4.

CONTROLS AND PROCEDURES

 

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


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


Changes in Internal Control Over Financial Reporting


There was no change to our internal controls or in other factors that could affect these controls during the three month period ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II – OTHER INFORMATION

 

ITEM 1

LEGAL PROCEEDINGS


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


ITEM 1A.  RISK FACTORS

 

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


ITEM 2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


During the three months ended March 31, 2014, the Company did not issued any unregistered shares of its common stock.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


None


ITEM 4.

MINE SAFETY DISCLOSURES


Not Applicable


ITEM 5

OTHER INFORMATION


On April 24, 2014, David Moreno tendered his resignation as acting Chief Financial Officer (“CFO”) of the Company.  Mr. Moreno’s resignation is not the result of any disagreement with the Company regarding its operations, policies or practices.


On May 1, 2014, the Board of Directors approved the appointment of Mr. Dennis P. Gauger, age 62, as acting CFO.  Pursuant to Mr. Gauger’s consulting agreement, dated April 30, 2014 (the “Agreement”), he shall serve as acting CFO until April 30, 2015, the term of the agreement, unless terminated by either Mr. Gauger or the Company.


Dennis P. Gauger, a Certified Public Accountant, has over 37 years of professional experience, providing a variety of businesses, their owners and management timely, expert financial management, accounting, consulting and SEC compliance services. Prior to starting his own firm in May 1998, Mr. Gauger served in three offices of an international “Big Four” accounting firm, including 9 years as an accounting and auditing partner and 10 years in that firm's emerging business services division. He has experience in a variety of industries including: manufacturing, high technology, software, aviation, retail and distribution, financial services, hospitality and gaming, food services, mining, telecommunications, medical devices and real estate.  Mr. Gauger has served as a full-time chief financial officer (“CFO”) and as a part-time contract financial executive, compliance and business consultant to mature and emerging businesses in a variety of industries.


Mr. Gauger graduated with honors with a BS degree in accounting from Brigham Young University. He is a licensed Certified Public Accountant in the states of Utah and Nevada and a member of the American Institute of Certified Public Accountants and the Utah Association of Certified Public Accountants.


Mr. Gauger is not related to any person, promoter or control person of Vision Industries Corp.


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.



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3.3

Amended and Restated Articles of Incorporation

Filed on September 20, 2007 as Exhibit 3(iii) to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.

3.4

Articles of Amendment to Articles of Incorporation

Filed on March 31, 2009 as Exhibit 3(iv) to the registrant’s Annual Report on Form 10-K (File No. 333-146209) and incorporated herein by reference.

3.5

Articles of Correction

Filed on March 31, 2009 as Exhibit 3(v) to the registrant’s Annual Report on Form 10-K (File No. 333-146209) and incorporated herein by reference.

3.6

By-Laws

Filed on September 20, 2007 as Exhibit 3(iv) to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.

3.7

Articles of Amendment to Articles of Incorporation

Filed on July 5, 2011, as Exhibit 3.7 to the Company’s Current Report on Form 8-K dated June 30, 2011, and incorporated herein by reference.

4

Form of Stock Subscription Agreement

Filed on September20, 2007 as Exhibit 4 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.

10.1

Joseph Scutero Subscription Agreement

Filed on May December 26, 2007 as Exhibit 10.1 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.

10.2

Lynnette J. Harrison Subscription Agreement

Filed on December 26, 2007 as Exhibit 10.2 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.

10.3

Assignment and Contribution Agreement between Cheetah Consulting, Inc. and Ice Conversions, Inc.

Filed on December 29, 2008, as Exhibit 10 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.

10.4

Vision Industries Corp. 2009 Non-Qualified Stock Option Plan

Filed on February 11, 2009, as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 8, 2009 and incorporated herein by reference.

10.5

Investor Relations Consulting Agreement (Redwood Consultants, LLC)

Filed on February 11, 2009, as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 8, 2009 and incorporated herein by reference.

10.6

Vision Industries Corp. Amended 2009 Non-Qualified Stock Option Plan

Filed on March 29, 2010, as Exhibit 10.6 to the Company’s Annual Report on Form 10-K dated March 26, 2010 and incorporated herein by reference.

14

Code of Ethics

Filed on September 20, 2007 as Exhibit 14 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.

23

Consent of Independent Registered Public Accounting Firm, Randall N. Drake, C.P.A.

Filed on March 29, 2010 as Exhibit 23 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 333-146209) and incorporated herein by reference.

31.1

Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31.2

Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

32

Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith

99

Auto Assignment

Filed on September 20, 2007 as Exhibit 99 to the registrant’s Registration Statement on Form SB-2 (File No. 333-146209) and incorporated herein by reference.

99.3

Lawrence Weisdorn Employment Agreement

Filed on December 29, 2008, as Exhibit 99.3 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.

99.4

Donald Hejmanowski Employment Agreement

Filed on December 29, 2008, as Exhibit 99.4 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.



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99.5

Martin Schuermann Employment Agreement

Filed on December 29, 2008, as Exhibit 99.5 to the Company’s Current Report on Form 8-K dated December 15, 2008 and incorporated herein by reference.

99.6

Martin Schuermann Employment Agreement

Filed on June 16, 2011, as Exhibit 99.6 to the Company’s Current Report on Form 8-K dated June 14, 2011, and incorporated herein by reference.

99.11

Jerome Torresyap Employment Agreement

Filed on August 2, 2012, as Exhibit 99.12 to the Company’s Current Report on Form 8-K dated August 1, 2012, and

incorporated herein by reference

99.12

QIF Malta 1 Ltd Loan Agreement February 4, 2013

Filed on February 12, 2013, as Exhibit 99.12 to the Company’s Current Report on Form 8-K dated February 4, 2013, and incorporated herein by reference

101.INS**

XBRL Instance Document

Filed herewith

101.SCH**

XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith


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




SIGNATURES


 

In accordance with 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 20, 2014

/s/ MARTIN SCHUERMANN

 

Martin Schuermann

 

Chief Executive Officer, Secretary, Treasurer and Director

 

 

Dated:  May 20, 2014

/s/ DENNIS P. GAUGER

 

Dennis P. Gauger

 

Acting Chief Financial Officer

 

 

 

 





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