UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):    July 23, 2012

LAS VEGAS RAILWAY EXPRESS, INC.
(Exact name of registrant as specified in its charter)


Delaware
(State or other
jurisdiction of incorporation)
 
000-54648
(Commission
File Number)
 
56-2646797
 (I.R.S. Employer
Identification No.)
         
         
6650 Via Austi Parkway, Suite 170
Las Vegas, NV  89119
  (Address of principal executive offices) (zip code)
         
         
702-583-6715
(Registrant’s telephone number, including area code)
         
   
Copies to:
 
Gregory Sichenzia, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, NY 10006
Telephone: (212) 930-9700
Fax: (212) 930-9725
 
Not Applicable
   
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 
 
Item 3.02 Unregistered Sales of Equity Securities.

From July 11, 2012 to July 23, 2012, Las Vegas Railway Express, Inc. (the “Company”) entered into a series of subscription agreements with accredited investors, pursuant to which the Company sold an aggregate of 1,500,000 shares of common stock for an aggregate purchase price of $75,000.

Including sales previously disclosed, from May 3, 2012 to July 23, 2012, the Company has sold an aggregate of 29,300,000 shares of common stock to accredited investors for an aggregate purchase price of $1,465,000.

In connection with the foregoing, the Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
 
Item 9.01 Financial Statements and Exhibits
 
 (d)           Exhibits.
 
Exhibit No.
Description
99.1
Form of Subscription Agreement (filed with 8-K on May 11, 2012 and incorporated herein by reference).
 
 
 

 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
LAS VEGAS RAILWAY EXPRESS, INC.
 
       
Date:  July 26, 2012
By:
/s/  Michael Barron
 
   
Name:  Michael Barron
 
   
Title: Chief Executive Officer