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EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - LAS VEGAS RAILWAY EXPRESS, INC.ex10-1.htm




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):    May 3, 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)
         
   
  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:

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

 
 

 
 
Item 1.01 Entry into a Material Definitive Agreement.

On May 3, 2012, Las Vegas Railway Express, Inc. (the “Company”) entered into an a subscription agreement with an accredited investor, pursuant to which the Company sold 3,000,000 shares of common stock for an aggregate purchase price of $150,000. 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 3.02 Unregistered Sales of Equity Securities.

See Item 1.01.
 
Item 9.01 Financial Statements and Exhibits
 
 (d)           Exhibits.
 
Exhibit No.
Description
10.1
Form of Subscription Agreement
 
 
 

 


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:  May 9, 2012
By:
/s/  Michael Barron
 
   
Name:  Michael Barron
 
   
Title: Chief Executive Officer