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
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Date of Report (Date of earliest event reported): May 17, 2012
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LAS VEGAS RAILWAY EXPRESS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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000-54648
(Commission File Number)
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56-2646797
(I.R.S. Employer Identification No.)
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| 6650 Via Austi Parkway, Suite 170 | ||||
| Las Vegas, NV 89119 | ||||
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| 702-583-6715 | ||||
| (Registrant’s telephone number, including area code) | ||||
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Not Applicable
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
From May 17, 2012 to June 20, 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 18,500,000 shares of common stock for an aggregate purchase price of $925,000. 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.
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Exhibit No.
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Description
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10.1
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Form of Subscription Agreement (filed with 8-K on May 11, 2012 and incorporated herein by reference).
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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.
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LAS VEGAS RAILWAY EXPRESS, INC.
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Date: June 20, 2012
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By:
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/s/ Michael Barron
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Name: Michael Barron
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Title: Chief Executive Officer
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