UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2011~~2012

Commission file number

~~333-144973~~000-54648

LAS VEGAS RAILWAY EXPRESS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	56-2646797
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

6650 Via Austi Parkway, Suite 170

Las Vegas, NV 89119

(Address of principal executive offices)

702-583-6715

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.0001 PAR VALUE

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [ X ]

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 [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

~~Yes~~ [ ] ~~No [X]~~

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 [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [ ] No [X]

Aggregate market value of Common Stock held by ~~shareholders~~non-affiliates based on the closing price of the registrant's Common Stock on the OTCBB on March 31, ~~2011~~2012 was ~~$8,624,329~~$4,378,818.

Number of outstanding shares of common stock as of ~~March 31, 2011~~June 22, 2012 was ~~39,201,498.~~83,362,303.

Documents Incorporated by Reference: None.

~~Transitional Small Business Disclosure Format (Check one):~~

~~Yes [ ] No [X]~~

LAS VEGAS RAILWAY EXPRESS, INC.

TABLE OF CONTENTS

PART I		PAGE
Item 1.	Description of Business	4
Item 2	Description Of Property	913
Item 3.	Legal Proceedings	913
Item 4.	~~[Removed and Reserved]~~Mine Safety Disclosures	913
PART II		913
Item 5.	Market for Registrant’s Common Equity, ~~and~~ Related Stockholder Matters and ~~Small Business~~ Issuer Purchases of Equity Securities	913
Item 6.	Selected Financial Data	1014
Item 7.	Management's Discussion and Analysis ~~or Plan~~ of ~~Operation~~Financial Condition and Results of Operations	1015
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	1317
Item 8.	Financial Statements	1618
Item 9.	Changes in Disagreements With Accountants on Accounting and Financial Disclosure	3132
Item 9A.	Controls and Procedures	3132
Item 9B.	Other Information	3332
PART III		33
Item 10.	Directors, Executive Officers and Corporate Governance	33
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	38
Item 13.	Certain Relationships and Related Transactions and Director Independence.	39
Item 14.	Principal Accounting Fees and Services	4039
PART IV		40
Item 15.	Exhibits, Financial Statement Schedules	40
SIGNATURES		4241

LAS VEGAS RAILWAY EXPRESS, INC.

PART I

This Annual Report contains forward-looking statements about the Company's business, financial condition and prospects that reflect management's assumptions and beliefs based on information currently available. There can be no assurance that the expectations indicated by such forward-looking statements will be realized. If any of management's assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Las Vegas Railway Express, Inc., actual results may differ materially from those indicated by the forward- looking statements.

The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's products and services, the Company's ability to expand its customer base, managements' ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. However, the forward-looking statements contained herein are not covered by the safe harbors created by Section 21E of the Securities Exchange Act of 1934. The mortgage banking industry is continually vulnerable to current events that occur in the financial services industry. These events include the current subprime market changes in economic indicators, government regulation, interest rates, price competition, geographic shifts, disposable income, housing prices, market liquidity, market anticipation, and customer perception, as well as others. The factors that affect the industry change rapidly and can be unforeseeable.

Item 1. Description of Business

~~Company Overview:~~

Las Vegas Railway Express, Inc. (the “Company”, ~~formerly~~“we”, “us”, or “our”) was formed as a Delaware corporation in March 9, 2007 as Corporate Outfitters, Inc., a development stage company whose business plan involved establishing itself as a specialized brand promotional merchandising company. On November 3, 2008, pursuant to a common stock purchase agreement, the Company acquired all of the outstanding capital stock of Liberty Capital Asset Management. In connection with the acquisition, the Company changed its name to Liberty Capital Asset Management, ~~Inc,~~Inc. and changed its business plan to one of acquiring pools of non-performing loans and restructuring the financial parameters such that the defaulted borrower can return to making payments in a ~~publicly traded Delaware Corporation, is~~timely manner. On January 21, 2010, the Company acquired all of the assets of Las Vegas Railway Express, a Nevada corporation. In connection with the acquisition, the Company changed its name to Las Vegas Railway Express, Inc. and changed its business ~~development company whose~~plan to one of developing passenger rail transportation and ancillary ticketing and reservation services between the Los Angeles area and Las Vegas, Nevada.

Company Overview

The Company’s plan is to ~~re-establish~~establish a ~~conventional~~rail passenger train service between ~~the~~ Las Vegas and Los Angeles ~~metropolitan areas.~~using existing railroad lines currently utilized by two Class I railroads, Burlington Northern and Union Pacific. The development concept is to provide a Las Vegas style experience on the train (which we plan to call the “X” Train), which would traverse the planned route in approximately ~~5:30~~5 hours. We plan to operate a single travel route marketed primarily to a leisure traveler from the Southern California basin enabling us to sell rail travel as a stand-alone operation with hotel rooms and other travel related services. Our unique travel option will offer a diversified product that will set us apart from travel related options of automobile and air.

The Company is in discussions with both the Union Pacific Railroad and the BNSF Railway seeking to secure rail trackage rights agreements. The Company has reached a preliminary agreement with Union Pacific Railroad awaiting finalization of the BNSF agreement and certain capital planning issues. An updated capacity planning and feasibility analysis has substantially been completed for Union Pacific and is in final discussion with BNSF. A series of passenger railcars has been negotiated to be acquired under an agreement with Transportation Management Services. The Company has executed a Memorandum of Understanding (or MOU) with the Plaza Hotel as a Las Vegas station site and has a similar pending agreement with the City of Fullerton for use of that station for the Los Angeles terminus of the service. The Company has executed an MOU with AMTRAK outlining duties and responsibilities of each party.

The Company estimates that it will need to obtain $35MM in additional capital to begin operations of our train service. The Company intends to seek to raise these funds through the public or private sale of equity and/or debt securities. There is no assurance such funding will be available on terms acceptable to the Company, or at all. If the Company succeeds in raising such funds, it intends to use them for railcar purchase, design, refurbishment and outfitting, Las Vegas depot design and construction, lease payments, UP and BNSF mileage fees, salaries and other professional fees and also information technology and corporate infrastructure development. Subject to obtaining needed funding, the Company estimates that the train service will start in 3rd quarter of 2013.

Prior to commencing operations of the train service, the Company will also need to secure all of the above agreements with Union Pacific Railroad and BNSF. Additionally, we will have to finalize our haulage agreement with Amtrak.

The Company’s common stock is currently quoted on the OTCBB under the symbol XTRN. The company website is www.vegasxtrain.com. The contents of this site are not incorporated in this Memorandum.

The Company maintains offices at 6650 Via Austi Parkway, Suite 170, Las Vegas, Nevada 89119.

Marketplace

There has been no regular passenger rail service between these two demographic areas for 13 years. The only major highway between Los Angeles and Las Vegas is Interstate 15 (I-15). Over 12 million people travel this corridor from LA to Las Vegas every year and as the LA population grows, so will the traffic on this highway. The forecast for traffic on I-15 is expected to be 17 million by 2030. It is congested and becoming increasingly so, with motor vehicle travelers experiencing substantial delays during peak travel times (e.g., Friday and Sunday afternoons to 6 hours or more). With increasing fuel costs, increasingly restrictive highway capacity, and reduced air travel from LA to Las Vegas, a rail transportation product with a Vegas motif, is a viable alternative.

The Southern California traveler represents a third of all visitors to Las Vegas and 95% of these travelers use their automobile to travel to Las Vegas. If we capture 237,000 of these drivers (2.0% of the total marketplace) in Year 1, it will fill our product to its initial capacity and achieve profitability with additional capacity being added through Year 5.

Travel from Southern California to Las Vegas constitutes a major portion of visitor activity and is a financial foundation for the economy of the Las Vegas region. About a third of all Vegas visitors are Californians, according to a survey by the Las Vegas Convention and Visitors Authority in 2010. Statistics collected by the Center for Business and Economic Research at UNLV show that of 44.5 million annual visitors that drove into the Las Vegas Valley in 2010, 27% arrived from Southern California.

Products and Services

Class 1 Railroad Access

The Burlington Northern Santa Fe Railroad and the Union Pacific Railroad are the two largest Class 1 railroads in the United States and own the railroad right of way between Los Angeles, California and Las Vegas, Nevada, where we plan to have the “X” Train operate its service. The first step in allowing any passenger train service along their infrastructure is the completion of capacity planning and logistics studies in order for the Class I railroads to align the introduction of passenger service with their existing freight business. Final scheduling of the “X” Train time slot will be finalized by the third quarter of 2012.

AMTRAK

We entered into an arrangement with AMTRAK in September 2009 in connection with our goal of reinstating passenger rail service on the Las Vegas/Los Angeles rail corridor. AMTRAK had planned, but abandoned the service when their Federal funding did not materialize in 2006. We then began negotiations with AMTRAK to take over their position to run service on the route. Now, almost 3 years later, we have executed with AMTRAK the first of several agreements on this route and they have agreed to provide locomotive engineers, conductors, train servicing, maintenance, ticketing services, and a host of other services associated with the operations of The “X” Train.

Train Operations

The proposed route of The “X” Train is approximately 300 miles with the end points being Fullerton, California and then direct to Las Vegas, Nevada, The railroad Rights-of-Way (ROW) over which passenger train service could operate between Las Vegas and Los Angeles, California include privately and publicly owned segments. The privately-held portions are owned either by BNSF Railway (BNSF) or by Union Pacific Railroad (UPRR).

Las Vegas Railway Express, Inc. has negotiated a trackage rights agreement with Union Pacific Railroad allowing our “X” Train access to their portion of our route. This agreement from Union Pacific Railroad is pending execution subject to the concurrence of the Burlington Northern Santa Fe Railroad by 3rd quarter of 2012.

Our agreements with the owners of the track where our route will travel and our willingness to pay the owners a competitive market rate gives our “X” Train the status needed to meet our scheduled travel times. In railroad terms, the owners of the track will allow our “X” Train to pass slower and longer freight trains by moving to the numerous sidings along the route. Further, such track owners will ensure immediate maintenance of any and all track maintenance and other services that we would rely on for prompt and safe service.

In addition, the Class 1 railroads ~~seeking~~have completed their capacity planning analysis . These projects are performed by the railroad companies and include a specific time and destination study of the exact consist we will be running on the proposed existing rail infrastructure in our route..

Haulage Agreements

Our agreement with AMTRAK would provide us with trained T&E crews, consulting and inspection services during design, development and construction and daily inspections services to ~~secure~~ensure safe and reliable operations. In addition to the stated services, our agreement and operating partnership would bring the following strengths:

●	Experience in operating passenger rail service
●	Existing contracts with Class I railroads
●	Liability insurance caps
●	Experienced crew and maintenance teams
●	Established ticketing infrastructure on- line for cross marketing opportunities
●	Established relationships with host railroads

AMTRAK will not be involved in any customer service operations related to our stated customer service standards.

Fullerton Station

As the Los Angeles departure and arrival points of our service, Fullerton was chosen for a number of reasons.

●	Within 26 miles from LA
●	Located in the sixth largest population county in the United States
●	Links to Los Angeles County via public roads, bus and rail routes
●	Very affluent
●	Tourism-centric
●	Connection to MetroLink services where there are over 15,000 daily boarding’s with easy connection to Union Station passengers
●	Strategic marketing and ridership partnership opportunities with MetroLink
●	Proximity to Disneyland for Las Vegas marketing efforts

Las Vegas Station

Our Las Vegas arrival statement will be located within the Downtown Las Vegas gaming and resort district boarding and connected to the recently remodeled Plaza Hotel and Casino. Adjacent to Union Pacific’s main line and Symphony Plaza, our re-modeled station (formally AMTRAK’s Las Vegas station for its Dessert Wind) was chosen for:

●	Its parking and local transportation ease of ingress and egress
●	Location along the Union Pacific Railroad mainline
●	10 minutes from over 150,000 hotel rooms
●	Impact of ridership views along the famous Las Vegas “Strip”
●	Strategic alliances with Fremont Street Experience, Downtown Redevelopment Agency and Las Vegas Convention and Visitors Agency
●	Low cost proximity to traveling staff accommodations

These are examples of specifications and drawing disclosures of the train and station concept that will help you understand what constitutes a complete design of the train, which are provided as examples only. Actual designs will vary from these illustrations.

Our Business Strategy

Capture And Divert Current Automobile Travelers. 95% of the 12,000,000 annual visitors from the Southern California/Los Angeles market drive to Las Vegas. In order to fill the initial “X” Train, we need only to divert/convert 237,000 from their car to the train or just 2.0% of the total annual drivers. The two demographic areas have significantly grown their population bases without the needed automobile infrastructure growing with it. 95% of all Las Vegas travelers from the Southern California basin drive to Las Vegas using the I-15 corridor.

Operating Partnerships with Host Railroads to Deliver on Time Performance. Our agreements and our ability to pay a “market rate” with the two host railroad companies will be designed to ensure we and they will have no issues with their freight business and that they will ensure a high on-time result.

Operating Partnerships with Los Angeles based commuter Rail services. Metrolink. The “X” Train is leveraging various relationships in the Los Angeles Metro area and one of them is the co- marketing plan with Metrolink. Metrolink operates commuter passenger rail service in the greater Los Angeles metro area and services over 12 million riders annually. Metrolink has 55 local train stations which share the same right of way and/or connect to X Train planned station at Fullerton, California. By joint venturing a marketing plan with Metrolink, “X” Train gains access to its ridership for travel to Las Vegas.

Metrolink is looking to expand its weekend ridership and the “X” Train is a viable candidate. Discussions have already begun with Metrolink towards forging a joint marketing and operations plan for “X” Train to have access to the 55 stations in the Metrolink network.

Capacity Management. We plan to start out with two (2) roundtrips a week. We anticipate that our capacity will be nearly 1,200 passengers a day. If demand fluctuates, we anticipate that we will have the ability to add or subtract cars to meet the demands of each day. In year 2 of our Business Plan we plan to add two additional trains to our schedule and by year 5 we anticipate having 10 trains running on this route.

Low Operating Costs.Most transportation travel companies have very high fixed and variable costs associated with operating their businesses and can comprise up to 70% of all of their operating costs. Our model projects a stabilized cost associated with hauling our train comprised of negotiated rates with the host railroads. Corporate overhead is minimal.

Competition

Las Vegas Railway Express’ “X” Train will have no conventional passenger rail service competing against our product. The 2012 Nevada State Rail Plan (www.nvrailplan.com) reviewed all the proposals for rail services ~~agreements. The Company has hired Transportation Management Services, Inc.~~ for the ~~procurement of 20 bi-level railcars~~year and ~~locomotives. The planned service is targeting a start date for late 2012. On January 21, 2010, the Company completed a share exchange and asset purchase agreement with~~ Las Vegas Railway Express, ~~a Nevada Corporation, and subsequently changed its name from Liberty Capital Asset Management,~~ Inc. ~~to Las Vegas Railway Express, Inc.~~was among the recommended projects.

Las Vegas Railway Express, Inc., Liberty Capital Asset Management, Inc. (the “Company”) was formed in March 9, 2007 as Corporate Outfitters, a development stage company on November 3, 2008 with a share exchange, asset purchase agreement The Company acquired Liberty Capital Asset Management, a Nevada corporation, formed in July of 2008 as a holding company for all the assets of CD Banc LLC in contemplation of the company going public via a reverse merger into a publicly trading corporation.There are two proposed high speed rail alternatives:

~~CD Banc LLC was formed in 2003 as a Nevada limited liability corporation with the purpose of acquiring real estate assets and holding them for long-term appreciation.~~DesertXpress - Private Las Vegas Company

●	High-speed rail
●	Las Vegas to Victorville, CA (85 miles from Los Angeles)
●	Requires right-of-way acquisition
●	$6 billion to construct new rail system
●	7-10 years to complete if funded

Mag-Lev - American Mag-Lev Sponsor

●	High-speed magnetic levitation technology
●	Las Vegas to Anaheim, CA (25 miles from Los Angeles)
●	Requires right-of-way acquisition
●	$15 billion to construct
●	15 years to complete if funded

Intellectual Property

None.

Employees

As of March 31, ~~2011,~~2012, we had 65 full-time employees, of whom ~~2 were~~1 was in an administrative position and 4 were in management.

Item 1A. Risk Factors

Risk Factors

Investing in our Common Stock involves a high degree of risk. You should carefully consider the risks described below with all of the other information included in this prospectus before making an investment decision. If any of the possible adverse events described below actually occurs, our business, results of operations or financial condition would likely suffer. In such an event, the market price of our Common Stock could decline and you could lose all or part of your investment.

We have a history of losses and a large accumulated deficit and we may not be able to achieve profitability in the future.

We have net losses of $1,820,113 and $1,791,983 for the years ended March 31, 2012 and 2011, respectively. As of March 31, 2012, we have an accumulated deficit of $11,623,612. There can be no assurance that we will be profitable in the future. If we are not profitable and cannot obtain sufficient capital we may have to cease our operations.

Changes in government policy could negatively impact demand for the Company’s services, impair its ability to price its services or increase its costs or liability exposure.

Changes in United States ~~and foreign~~ government policies could change the ~~economic~~macroeconomic environment and affect demand for the Company’s services. Developments and changes in laws and regulations as well as increased economic regulation of the rail industry through legislative action and revised rules and standards applied by the U.S. Surface Transportation Board in various areas, including rates, services and access to facilities could adversely impact the Company’s ability to determine prices for rail services and significantly affect the revenues, costs and profitability of the Company’s business. Additionally, because of the significant costs to maintain its rail network, an increase in expenditures related to the maintenance of the rails owned by the Class I railroads could hinder the Company’s ability to maintain, improve or expand the rail network, facilities and equipment in order to accept or handle our Company’s increased demand. Federal or state spending on infrastructure improvements or incentives that favor other modes of transportation could also adversely affect the Company’s revenues.

The Company’s success depends on its ability to continue to comply with the significant federal, state and local governmental regulations to which it is subject.

The Company is subject to a significant amount of governmental laws and regulation with respect to its and practices, taxes, railroad operations and a variety of health, safety, labor, environmental and other matters. Failure to comply with applicable laws and regulations could have a material adverse effect on the Company. Governments may change the legislative and/or regulatory framework within which the Company operates without providing the Company with any recourse for any adverse effects that the change may have on its business. Federal legislation enacted in 2008 mandates the implementation of positive train control technology by December 31, 2015, on certain mainline track where intercity and commuter passenger railroads operate and where toxic-by-inhalation hazardous materials are transported. This type of technology is new and deploying it across our host ~~railroad’s~~railroads’ infrastructure may pose significant operating and implementation risks and could require significant capital expenditures.

As part of the Class I railroad operations, the Company will traverse rails that frequently transports chemicals and other hazardous materials, which could expose it to the risk of significant claims, losses and penalties.

The “host” or Class I railroads are required to transport these commodities to the extent of its common carrier obligation. An accidental release of these commodities could result in a significant loss of life and extensive property damage as well as environmental remediation obligations. The associated costs could have an adverse effect on the Company’s operating results, financial condition or liquidity. In addition, insurance premiums charged for some or all of the coverage currently maintained by the Company could increase dramatically or certain coverage may not be available to the Company in the future if there is a catastrophic event related to rail transportation of these commodities.

Downturns in the economy could adversely affect demand for the Company’s services.

Significant, extended negative changes in domestic and global economic conditions that impact the customers transported by the Company and may have an adverse effect on the Company’s operating results, financial condition or liquidity. Declines in , economic growth and the United States travel industry all could result in reduced revenues in one or more business units.

Negative changes in general economic conditions could lead to disruptions in the credit markets, increase credit risks and could adversely affect the Company’s financial condition or liquidity.

Challenging economic conditions may not only affect revenues due to reduced demand for many goods and services, but could result in payment delays and increased credit ~~risk and possible bankruptcies of customers.~~risk. Railroads are capital-intensive and may need to finance a portion of the building and maintenance of infrastructure as well as locomotives and other rail equipment. Economic slowdowns and related credit market disruptions may adversely affect the Company’s cost structure, its timely access to capital to meet financing needs and costs of its financings. The Company could also face increased counterparty risk for its cash investments, its derivative arrangements and access to its credit facility. Adverse economic conditions could also affect the Company’s costs for insurance or its ability to acquire and maintain adequate insurance coverage for risks associated with the railroad business if insurance companies experience credit downgrades or bankruptcies. Declines in the securities and credit markets could also affect the Company’s pension fund and railroad retirement tax rates, which in turn could increase funding requirements.

The Company is subject to stringent environmental laws and regulations, which may impose significant costs on its business operations.

The Company’s operations are subject to extensive federal, state and local environmental laws and regulations concerning, among other things, emissions to the air; discharges to waters; the generation, handling, storage, transportation and disposal of waste and hazardous materials; and the cleanup of hazardous material or petroleum releases. Changes to or limits on carbon dioxide emissions could result in significant capital expenditures to comply with these regulations with respect to the Company’s diesel locomotives, equipment, vehicles and machinery and its maintenance yards. Emission regulations could also adversely affect fuel efficiency and increase operating costs. Further, local concerns on emissions and other forms of pollution could inhibit the Company’s ability to build facilities in strategic locations to facilitate growth and efficient operations. In addition, many land holdings are and have been used for industrial or transportation-related purposes or leased to commercial or industrial companies whose activities may have resulted in discharges onto the property. Environmental liability can extend to previously owned or operated properties, leased properties and properties owned by third parties, as well as to properties currently owned and used by the Company. Environmental liabilities have arisen and may continue to arise from claims asserted by adjacent landowners or other third parties in toxic tort litigation. The Company’s subsidiaries have been and may continue to be subject to allegations or findings to the effect that they have violated, or are strictly liable under, these laws or regulations. The Company’s operating results, financial condition or liquidity could be adversely affected as a result of any of the foregoing, and it may be required to incur significant expenses to investigate and remediate environmental contamination.

Fuel supply availability and fuel prices may adversely affect the Company’s results of operations, financial condition or liquidity.

Fuel supply availability could be impacted as a result of limitations in refining capacity, disruptions to the supply chain, rising global demand and international political and economic factors. A significant reduction in fuel availability could impact the Company’s ability to provide transportation services at current levels, increase fuel costs and impact the economy. Each of these factors could have an adverse effect on the Company’s operating results, financial condition or liquidity. If the price of fuel increases substantially, the Company ~~expects to~~may be able to offset a significant portion of these higher fuel costs through a fuel surcharge program or increase in ticket ~~prices. However, to the extent that the Company is unable to maintain, expand and ultimately collect under its existing fuel surcharge program, increases~~prices, which may result in ~~fuel prices could have an adverse effect on the Company’s operating results, financial condition or liquidity.~~loss of customers.

Severe weather and natural disasters could disrupt normal business operations, which would result in increased costs and liabilities and decreases in revenues.

The Company’s success iswill be dependent on its ability to operate its railroad system efficiently. Severe weather and natural disasters, such as tornados, flooding and earthquakes, could cause significant business interruptions and result in increased costs and liabilities and decreased revenues. In addition, damages to or loss of use of significant aspects of the Company’s infrastructure due to natural or man-made disruptions could have an adverse effect on the Company’s operating results, financial condition or liquidity for an extended period of time until repairs or replacements could be made. Additionally, during natural disasters, the Company’s workforce may be unavailable, which could result in further delays. Extreme swings in weather could also negatively affect the performance of locomotives and rolling stock.

610

The Company’s operational dependencies may adversely affect results of operations, financial condition or liquidity.

Due to the integrated nature of the United States’ freight transportation infrastructure, the Company’s operations may be negatively affected by service disruptions of other entities such as ports and other railroads which interchange with the Company and its Class I railroad partners. A significant prolonged service disruption of one or more of these entities could have an adverse effect on the Company’s results of operations, financial condition or liquidity.

Acts of terrorism or war, as well as the threat of war, may cause significant disruptions in the Company’s business operations.

Terrorist attacks and any government response to those types of attacks and war or risk of war may adversely affect the Company’s results of operations, financial condition or liquidity. The Company’s use of the Class I railroad rail lines and facilities could be direct targets or indirect casualties of an act or acts of terror, which could cause significant business interruption and result in increased costs and liabilities and decreased revenues, which could have an adverse effect on operating results and financial condition. Such effects could be magnified if releases of hazardous materials are involved. Any act of terror, retaliatory strike, sustained military campaign or war or risk of war may have an adverse impact on the Company’s operating results and financial condition by causing unpredictable operating or financial conditions, including disruptions of our host railroads or connecting rail lines, loss of critical customers or partners, volatility or sustained increase of fuel prices, fuel shortages, general economic decline and instability or weakness of financial markets. In addition, insurance premiums charged for some or all of the coverage currently maintained by the Company could increase dramatically, the coverage available may not adequately compensate it for certain types of incidents and certain coverage’s may not be available to the Company in the future.

The Company depends on the stability and availability of its information technology systems.

The Company relies on information technology in all aspects of its business. A significant disruption or failure of its information technology systems could result in service interruptions, revenue collections, safety failures, security violations, regulatory compliance failures and the inability to protect corporate information assets against intruders or other operational difficulties. Although the Company has taken steps to mitigate these risks, a significant disruption could adversely affect the Company’s results of operations, financial condition or liquidity. Additionally, if the Company is unable to acquire or implement new technology, it may suffer a competitive disadvantage, which could also have an adverse effect on the Company’s results of operations, financial condition or liquidity.

The Company is subject to various claims and lawsuits, and increases in the amount or severity of these claims and lawsuits could adversely affect the Company’s operating results, financial condition and liquidity.

As part of its railroad operations, the Company’s Class I railroad partners are exposed to various claims and litigation related to commercial disputes, personal injury, property damage, environmental liability and other matters. Personal injury claims by our employees and those of the host railroads are subject to the Federal Employees’ Liability Act (FELA), rather than state workers’ compensation laws. The Company believes that the FELA system, which includes unscheduled awards and a reliance on the jury system, can contribute to increased expenses. Other proceedings include claims by third parties for punitive as well as compensatory damages, and a few proceedings purport to be class actions. Developments in legislative and judicial standards, material changes to litigation trends, or a catastrophic rail accident or series of accidents involving any or all of property damage, personal injury, and environmental liability could have a material adverse effect on the Company’s operating results, financial condition and liquidity.

Most of the Company’s host railroad employees are represented by unions, and failure to negotiate reasonable collective bargaining agreements may result in strikes, work stoppages or substantially higher ongoing labor costs.

A significant majority of the Class I railroads employees are union-represented. These union employees work under collective bargaining agreements with various labor organizations. Wages, health and welfare benefits, work rules and other issues have traditionally been addressed through industry-wide negotiations. These negotiations have generally taken place over an extended period of time and have previously not resulted in any extended work stoppages. The existing agreements have remained in effect and will continue to remain in effect until new agreements are reached or the Railway Labor Act’s procedures (which include mediation, cooling-off periods and the possibility of presidential intervention) are exhausted. While the negotiations have not yet resulted in any extended work stoppages, if the Company or our Class I railroad partners are unable to negotiate acceptable new agreements, it could result in strikes by the affected workers, loss of business and increased operating costs as a result of higher wages or benefits paid to union members, any of which could have an adverse effect on the Company’s operating results, financial condition or liquidity.

The unavailability of qualified personnel could adversely affect the Company’s operations.

Changes in demographics, training requirements and the unavailability of qualified personnel, particularly engineers and trainmen, could negatively impact the Company’s ability to meet demand for rail service. Recruiting and retaining qualified personnel, particularly those with expertise in the railroad industry, are vital to operations. Although the Company has adequate personnel for the current business environment, unpredictable increases in demand for rail services may exacerbate the risk of not having sufficient numbers of trained personnel, which could have a negative impact on operational efficiency and otherwise have a material adverse effect on the Company’s operating results, financial condition or liquidity.

~~Continuation~~Our independent certified public accounting firm, in their report on the audited financial statements for the year ended March 31, 2012, states that there is a substantial doubt that we will be able to continue as a ~~Going Concern~~going concern.

Our auditors' report on our audited March 31, ~~2011~~2012 financial statements, and Note 2 to such financial statements, reflect the fact that without raising additional financing through loans or stock sales, it would be unlikely for us to continue as a going concern. The business plan requires extensive infrastructure and capital expenditures prior to commencement of revenue generating operations. We are actively pursuing the additional financing as we seek to secure the rail services agreements necessary to commence such operations. On May 3, 2011, the Company engaged Oppenheimer & Co, Inc. as exclusive agent in a proposed $30 million private placement offering, subject to satisfactory completion of a due diligence inquiry. However, weThere can ~~give~~be no assurance that ~~these plans and efforts~~we will be ~~successful.~~able to raise additional capital and if we are unable to do so we may have to cease operations.

~~Risk of Potential Competitors~~RISKS RELATING TO OUR COMMON STOCK

~~Several competitors~~We have not paid dividends on common stock in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the ~~Company’s planned rail passenger service~~value of our common stock.

We have ~~created~~never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock would depend on earnings, financial condition and other business ~~plans~~and economic factors affecting it at such time as the Board of Directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

There is a limited market for our common stock which ~~are competitive~~may make it more difficult to ~~ours.~~ dispose of your stock.

Our common stock is currently quoted on the Over the Counter Bulletin Board under the symbol "XTRN". There is a limited trading market for our common stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.

A ~~Las Vegas-Los Angeles rail connection has been long-studied by~~sale of a substantial number of ~~groups. Among these studies, two other rail projects have been proposed~~shares of our common stock may cause the price of our common stock to ~~serve the Las Vegas to Los Angeles travel market.~~decline.

If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall. These ~~projects are the:~~sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

~~California-Nevada Super-Speed Train.~~ ~~For over twenty years, this project~~Our common stock is subject to the "Penny Stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has ~~proposed using Magnetic Levitation (Maglev) technology~~adopted Rule 3a51-1 which establishes the definition of a "penny stock", for the purposes relevant to ~~carry passengers between Southern California and Las Vegas, traveling at speeds~~us, as any equity security that has a market price of up to 300 mph. The 269-mile alignment would largely follow the I-15 Freeway. Station stops tentatively include Anaheim, Ontario, Victorville, Barstow, Primm, and Las Vegas (2). Travel time between Anaheim and Las Vegas via this service is estimated to be less than ~~90 minutes. Work on this project has been suspended at this time, though scoping for~~$5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a program-level EIR/EIS and project-specific EIS for the segment between Las Vegas and Primm is new completion. There is continuing Nevada interest in providing an initial segment between Las Vegas and Primm.penny stock, unless exempt, Rule 15g-9 requires:

●	that a broker or dealer approve a person's account for transactions in penny stocks; and
●	that the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

~~The DesertXPress: A steel-wheel on steel rail high-speed rail service that would operate between Victorville, California, and Las Vegas, Nevada. Project proponents suggest that~~In order to approve a person's account for transactions in penny stocks, the ~~service could either run within the median of Interstate I-15,~~broker or ~~adjacent to it. This project is in preliminary discussions and an initial environmental review process is beginning shortly.~~dealer must:

●	obtain financial information and investment experience objectives of the person; and
●	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

812

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

●	sets forth the basis on which the broker or dealer made the suitability determination; and
●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

As an issuer of “penny stock”, the protection provided by the federal securities laws relating to forward looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

Item 2. Description of Property.

As of March 31, ~~2011,~~2012, we lease approximately 2,600 square feet of general office space in premises located at 6650 Via Austi Parkway, Suite 170, Las Vegas, Nevada. Our lease for this space expires in February 2013 and provides for monthly payments of ~~$5,700.~~$5,800.

Item 3. Legal Proceedings.

In the ordinary course of business, the Company may be or has been involved in legal proceedings from time to time. As of the date of this annual report on Form 10-K, there have been no material changes to any legal proceedings relating to the Company which previously were not reported.

The Company has filed a civil lawsuit in District Court Clark County, Nevada on April 23, 2010, whereby Las Vegas Railway Express, Inc. is the Plaintiff and Romm Doulton, Elaine Doulton, J Bruce Richardson, D2 Holdings, LLC. and D2 Entertainment, LLC. are the Defendants. This group represent the “Z” Train project. The court granted on June 2, 2010 an injunction against the Defendants. The case was filed because defamatory and false remarks were made by the Defendants about the Plaintiff and certain executives employed by the plaintiff. At this time a trial date has not been set by the court.Item 4. MINE SAFETY DISCLOSURES

~~Item 4. [REMOVED AND RESERVED]~~Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, ~~and~~ Related Stockholder Matters and ~~Small Business~~ Issuer Purchases of Equity Securities.

Our common stock ~~was approved for quotation~~is currently quoted on the ~~Over the Counter~~Over-The-Counter Bulletin Board ~~(OTCBB) on August 18, 2008. The Company’s ticker~~under the symbol ~~is XTRN.OTCBB.~~“XTRN”. On June 6, 2012, the last trade of our stock was at the price of $0.065 per share. The following table sets forth ~~for the calendar periods indicated,~~ the high and low ~~bid information for~~prices per share of our common ~~stock. The~~stock for each period indicated. These quotations ~~are interdealer prices without adjustment for retail markups, markdowns or commissions and do not necessarily represent actual transactions.~~

~~The quotations listed below~~ reflect ~~interim dealer~~inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. ~~Trading of our stock has been minimal with limited or sporadic quotations and therefore we believe there is no established public market for the common stock.~~

~~The following table sets forth the high and low bid quotations per share of the Company’s registered securities for each quarter since approved for quotation, as reported by the OTCBB.~~

	Common Shares
Year Ended March 31, 2012:	High		Low
Quarter Ended June 30, 2011	$	0.27	$	0.15
Quarter Ended September 30, 2011	$	0.19	$	0.095
Quarter Ended December 31, 2011	$	0.13	$	0.07
Quarter Ended March 31, 2012	$	0.11	$	0.06

Year Ended March 31, 2011:	High		Low
Quarter Ended June 30, 2010	$	0.25	$	0.13
Quarter Ended September 30, 2010	$	0.35	$	0.18
Quarter Ended December 31, 2010	$	0.33	$	0.08
Quarter Ended March 31, 2011	$	0.29	$	0.11

Common Shares
Year Ended March 31, 2011: High Low
Quarter Ended June 30, 2010 $ 0.25 $ 0.13
Quarter Ended September 30, 2010 $ 0.35 $ 0.18
Quarter Ended December 31, 2010 $ 0.33 $ 0.08
Quarter Ended March 31, 2011 $ 0.29 $ 0.11

Year Ended March 31, 2010: High Low
Quarter Ended June 30, 2009 $ 0.57 $ 0.06
Quarter Ended September 30, 2009 $ 0.18 $ 0.02
Quarter Ended December 31, 2009 $ 0.23 $ 0.02
Quarter Ended March 31, 2010 $ 0.23 $ 0.07

Number of Stockholders

As of March 31, ~~2011,~~2012, there were ~~289~~188 stockholders of record of our common stock. ~~The transfer agent for our Common Stock is Empire Stock Transfer.~~

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant.

Equity Compensation Plan Information as of March 31, 2012

Equity Compensation Plan Information
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted- average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		0	$	-		20,000,000
Equity compensation plans not approved by security holders		2,226,174	$	0.14		27,000,000
Total			$	-		47,000,000

Recent Sales of Unregistered Securities.

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. On May 23, 2012 the Company sold 1,500,000 shares of common stock for an aggregate purchase price of $75,000 and on May 31, 2012 the Company sold 8,300,000 shares of common stock for an aggregate purchase price of $415,000. 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.

Purchases of Equity Securities by the Issuer and Affiliated Purchaser

None.

Item 6. Selected Financial Data

~~Las Vegas Railway Express, Inc. under regulation S-K qualifies as a small reporting company and is not required to provide information required by this item.~~Not applicable.

~~Item 7. Management’s Discussion and Analysis or Plan of Operations~~

On May 16, 2011 the Company held its Annual Meeting of Stockholders at its corporate office, 6650 Via Austi Parkway Suite 170 Las Vegas, Nevada 89119. The Company had previously appointed Empire Stock Transfer Services to act as Inspector of Elections. The Board of Directors had established April 1, 2011 as the record date for the determination of stockholders entitled to vote at the meeting. As of the record date there were 39,201,498 shares outstanding.

On April 27, 2012 the Company ~~defaulted on $400,000, surrendering~~commenced a ~~portion~~private offering of common stock to raise interim funds (up to $1.5MM) through a private offering memorandum. As of June 22, 2012, the ~~loan portfolio~~Company has received gross proceeds of $1,120,000 from the ~~discontinued operations, incurring a gain on the extinguishment~~sale of ~~the debt~~22,400,000 shares of ~~$238,374.~~

~~On May 3, 2011,~~common stock. The Company anticipates this will provide the Company ~~engaged Oppenheimer & Co, Inc. as exclusive agent~~with sufficient operating cash for at least one year. The Company anticipates that it will need to secure $35MM in ~~a proposed $30 million~~funding to commence operations of The X Train service. The Company intends to seek such funding through private ~~placement offering, subject to satisfactory completion~~or public sales of ~~a due diligence inquiry. However, we can give~~equity and/or debt securities. There is no assurance ~~that these plans and efforts~~such funding will be ~~successful.~~available on terms acceptable to the Company, or at all.

Cash Flows

Net cash used in operating activities for the years ended March 31, 2012 and 2011 was $1,170,110 and ~~2010 was~~ $1,407,834, ~~and $255,158,~~ respectively. The primary sources of cash used in operating activities for the years ended March 31, ~~2011~~2012 and ~~2010~~2011 were from net losses of ~~$1,813,640~~$1,867,443 and 838,081, respectively, from the railway operations. The increase is primarily due to the operations for a full year. The Company also paid $329,438 toward the liabilities from discontinued operations.$1,791,983. The non-cash components of operating expenses during the years ended March 31, ~~2011~~2012 and ~~2010~~2011 were primarily stock issuances for ~~$625,993~~$553,515 and ~~$180,555~~$625,993 in expense ~~respectively.~~and amortization of debt discount of $170,314 and $166,930.

Net cash used for investing activities during the years ended March 31, 2012 and 2011 were $3,200 and ~~2010 were~~ $0 ~~and $60,000, respectively~~ for the purchase of ~~two railcars.~~copier.

Net cash provided by financing activities for the years ended March 31, 2012 and 2011 were $1,171,587 and ~~2010 were~~ $1,418,276, respectively. In 2012, the Company sold stock for $383,254 and ~~$300,725, respectively.~~issued debt of $788,333. In 2011, the Company sold stock for ~~$1,269,001~~$ 1,269,001 and issued debt of $175,000. ~~In 2010, $324,850 in cash was provided by issuance of debt and proceeds for a related party.~~ During the years ended March 31, 2012 and 2011, $0 and ~~2010,~~ $20,725 ~~and $24,125~~ was paid on related party payables.

Discontinued Operations – Loan Portfolio

Results of Operations

Prior to January 21, 2010, the Company had been actively engaged in acquiring underperforming mortgage loan portfolios and generating revenues from re-performing, sale of loans and fee revenue. As of January 21, 2010, the Company changed its primary business and abandoned its prior business. Accordingly, the assets liabilities and results of operation related to this business have been classified as discontinued operations in the financial statements for all periods presented. As a result, the prior period comparative financial statements have been restated. Prior to this decision, the loan business represented substantially all of the Company’s operating revenue.

The loan portfolio was accounted for using the cost recovery method proscribed by ASC 310-30 “Loans and Debt Securities Acquired with Deteriorated Credit Quality.”. Under the cost-recovery method, no income is recognized until the Company has fully collected the cost of the loan, or until such time as the Company considers the timing and amount of collections to be reasonably estimable. Based on the recovery method, the Company had not collected revenues in excess of the initial acquisition costs of the loan portfolios; therefore, no revenues were reported for loan sales or collections. As the Company no longer pursued the collection of the loan portfolio, it wrote off the entire portfolio as of the discontinuation of active collections on the loans effective January 21, 2010.

Revenues from loan payments after the write-off of the loan portfolio, for the years ended March 31, 2012 and 2011, were $4,315 and ~~2010, were~~ $52,506, ~~and $46,943,~~ respectively, ~~an increase~~a decrease of ~~$5,563 (11.9%~~$48,191 (91.3%). ~~This was due to collections during 12 months versus only 3 months in the prior year.~~

Expenses for discontinued operations were ~~$36,349~~$32,649 and ~~$2,909,292,~~$36,349, for the years ended March 31, ~~2011~~2012 and ~~2010,~~2011, a decrease of ~~$2,872,943~~$3,700 or ~~99%~~10.2%. ~~This was due~~Expenses were primarily interest costs on notes from discontinued liabilities.

Prior to the ~~change~~Company’s corporate restructuring in 2010, the Company had several accounts payable dating back to 2008 and prior (the “Liberty Capital Payables”). All of these Liberty Capital Payables were related to business ~~plan~~

~~Liquidity~~operations which were discontinued in January 2010. In 2009, the Company updated its internal review of the status of the Liberty Capital Payables and ~~Capital Resources~~recorded a $47,330 gain resulting from relief of liabilities that were cleared based on expiration of Nevada statutes of limitations. The gain is reflected as a gain from discontinued operations. There was no tax impact as the prior tax assets had a 100% valuation allowance resulting in no balance sheet or income statement adjustments for taxes.

During 2010, the Company’s assessment that the combination of economic uncertainty, bankruptcies of major financial institutions, massive government bailouts and restructuring of others such as AIG, together with harsh government regulations for mortgage holders, led to the operating environment where the original business model for Liberty was unsustainable and discontinued.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The Company operated in a volatile and fragmented marketplace which recently has been subject to new financial regulation by the Federal Government. As such, the Company discontinued operations in the financial sector.Not applicable

The Company’s business plan and time frames for its transportation business will be contingent on several infrastructure considerations and the ability to obtain agreements and contracts with rail service operators and providers. Rail service is a highly regulated industry and compliance with these regulations will have significant impact on the Company’s operations.

~~The Company has Changed its Primary Business and has No Operating History with its new Business Model and Consequently Face Significant Risks and Uncertainties.~~

The Company has no operating history in the transportation services industry. As a result of no operating history in the current business environment, we will need to expand operational, financial and administrative systems and control procedures to enable us to further train and manage our employees and coordinate the efforts of our accounting, finance, marketing and operations departments.

~~We Have a Limited Operating History and Consequently Face Significant Risks and Uncertainties.~~

As a result of our limited operating history and our reporting responsibilities as a public company, we may need to expand operational, financial and administrative systems and control procedures to enable us to further train and manage our employees and coordinate the efforts of our accounting, finance, marketing and operations departments.

~~If We Fail To Comply With The Numerous Laws And Regulations That Govern Our Industry, Our Business Could Be Adversely Affected.~~

Our business must comply with extensive and complex rules and regulations of various federal, state and local government authorities. We may not always have been and may not always be in compliance with these requirements. Failure to comply with these requirements may result in, among other things, revocation of our ability to operate a conventional rail system, class action lawsuits, administrative enforcement actions and civil and criminal liability.

~~Our Business Will Be Adversely Affected If We Are Unable To Protect Our Intellectual Property Rights From Third Party Challenges Or If We Are Involved In Litigation.~~

Trademarks and other proprietary rights, if any, are important to our success and our competitive position. Although we seek to protect our trademarks and other proprietary rights through a variety of means, we cannot assure you that the actions we have taken are adequate to protect these rights. We may also license content from third parties in the future and it is possible that we could face infringement actions based upon the content licensed from these third parties.

1317

~~A large percentage of our stock is owned by relatively few people, including officers and directors.~~

As of March 31, 2011, our officers and directors beneficially owned or controlled a total of 6,606,018 shares, or approximately 16.85% of our outstanding common stock. If an investor acquires shares, they may be subject to certain risks due to the concentrated ownership of our common stock. For example, these stockholders could, if they were to act together, affect the outcome of stockholder votes, which could, among other things, affect elections of directors, delay or prevent a change in control or other transaction that might be beneficial to you as a stockholder.

~~Risk of Low Priced Securities.~~

We do not currently satisfy the criteria for quotation of our common stock on the NASDAQ Small Cap Market. As a result, investors could find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our common stock.

Our common stock is subject to Rule 15g-9 under Securities Exchange Act of 1934, as amended (the “Exchange Act”), which imposes additional sales practice requirements on broker-dealers which sell such securities to persons other than established customers and “accredited investors” (generally, individuals with net worth in excess of $1,000,000 or annual incomes exceeding $200,000 or $300,000 together with their spouses). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. Consequently, the rule may adversely affect the ability of broker-dealers to sell the Company’s securities and may adversely affect the ability of purchasers to sell any of the securities acquired hereby in the secondary market.

Commission regulations define a “penny stock” to be any non-NASDAQ equity security that has a market price (as therein defined) of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating to the penny stock market. Disclosure is required to be made about commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The foregoing penny stock restrictions apply to the Company’s common stock as of the date of this prospectus. These restrictions could limit the ability of broker-dealers to sell our securities and thus the ability of purchasers of our securities to resell them in the secondary market.

~~The Company is Reliant on Securing Certain Agreements from Amtrak and Railroad Companies~~

The company is in the process of securing agreements from AMTRAK and the Class 1 railroad companies. Failure to secure these agreements or on terms which would be unacceptable to the company, would result in the project objectives being severely curtailed. There is no assurance that the agreements will be forthcoming even though the company is in discussions with all relevant groups at this time.

~~The Loss Of Any Of Our Executive Officers Or Key Personnel Would Likely Have An Adverse Effect On Our Business.~~

Our future success depends to a significant extent on the continued services of our senior management and other key personnel, particularly Michael A. Barron. The loss of the services of Mr. Barron or other key employees would also likely have an adverse effect on our business, results of operations and financial condition.

~~We do not anticipate paying dividends.~~

We have never paid any cash dividends on our common stock since our inception, and we do not anticipate paying cash dividends in the foreseeable future. Any dividends, which we may pay in the future, will be at the discretion of our Board of Directors and will depend on our future earnings, any applicable regulatory considerations, our financial requirements and other similarly unpredictable factors. For the foreseeable future, we anticipate that earnings, if any, will be retained for the operation and expansion of our business.

~~Possible conflicts of interest exist in related party transactions.~~

Our Board of Directors consists of Michael A. Barron and Joseph A. Cosio-Barron, both of whom are executive officers and principal shareholders of the Company. Thus, there has in the past existed the potential for conflicts of interest in transactions between the Company and such individuals or entities in which such individuals have an interest. We have attempted to ensure that any such transactions were entered into on terms that were no less favorable than could have been obtained in transactions with unrelated third parties.

~~Forward looking Statements:~~

Some of the statements contained in this Annual Report that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates”, “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements that such statements, which are contained in this Annual Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, and products. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance of achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

	·	~~General conditions in the economy and capital markets; and~~
	·	~~Our results of operations, financial condition and business~~

Item 8. Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Las Vegas Railway Express, Inc.

Las Vegas, Nevada

We have audited the accompanying balance sheets of Las Vegas Railway Express, Inc., as of March 31, ~~2011~~2012 and ~~2010,~~2011, and the related statements of operations and comprehensive income, stockholders’ equity (deficit) and cash flows for each of the two years in the period ended March 31, ~~2011.~~2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Las Vegas Railway Express, Inc. as of March 31, ~~2011~~2012 and ~~2010,~~2011, and the result of its operations and its cash flows for each of the two years in the period ended March 31, ~~2011,~~2012, in conformity with accounting principles generally accepted (GAAP) in the United States of America.

The accompanying financial statements have been prepared assuming that Las Vegas Railway Express, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, Las Vegas Railway Express, Inc. suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Hamilton, PC

/s/ Hamilton, PC

Denver, Colorado

~~June 23, 2011~~July 9, 2012

1618

LAS VEGAS RAILWAY EXPRESS, INC.

CONSOLIDATED BALANCE SHEETS

	March 31,			March 31,			March 31,			March 31,
	2011			2010			2012			2011
ASSETS:				(restated)
Current assets:
Cash	$	16,313		$	5,871		$	53,632		$	16,313
Other current assets		-			50,000			47,028			-
Assets to be disposed of, current		-			-			-			-
Total current assets		16,313			55,871			100,660			16,313

Property and equipment, net		-			59,272			2,880			-

Other assets:
Goodwill		843,697			843,697			843,697			843,697
Total other assets		843,697			843,697			843,697			843,697

TOTAL ASSETS	$	860,010		$	958,840		$	947,237		$	860,010

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES:
Current liabilities:
Current maturities notes payable	$	-		$	131,250		$	788,333		$	-
Less current unamortized discount		-			-			0			-
Current maturities of long-term debt less unamortized discount		-			131,250			788,333			-
Short term note payable		-			55,000			-			-
Accounts payable and accrued expenses		149,955			21,633			236,009			169,955
Stock subscription payable		640,000			800,000			640,000			640,000
Notes payable related party		-			20,725			-			-
Liabilities to be disposed of , current		1,019,122			1,381,402		$	905,950		$	999,122
Total current liabilities		1,809,077			2,503,760			2570,292			1,809,077

Long-term debt:
Principle amount of notes payable		-			93,750
Less unamortized discount		-			-
Long-term debt less unamortized discount		-			93,750

TOTAL LIABILITIES		1,809,077			2,503,760			2,570,292			1,809,077

Stockholders' deficit:			��
Common stock subscribed		210,000			-			-			210,000
Common stock , $0.0001 par value, 200,000,000 shares authorized and 39,201,498 and 22,889,686 shares issued and outstanding March 31, 2011and 2010, respectively		3,920			2,289
Common stock , $0.0001 par value, 200,000,000 shares
authorized and 48,653,530 and 39,201,498 shares
issued and outstanding March 31, 2012and 2011, respectively								4,865			3,920
Additional paid in capital		8,640,512			6,464,307			9,995,692			8,640,512
Accumulated deficit		(9,803,499	)		(8,011,516	)		(11,623,612	)		(9,803,499	)
Total stockholders' deficit		(954,567	)		(1,544,920	)		(1,623,055	)		(949,067	)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT	$	860,010		$	958,840		$	947,237		$	860,010

	March 31,			March 31,			March 31,			March 31,
	2011			2010			2012			2011
				(restated)

Revenues:
Revenue	$	-		$	-		$	-		$	-

Cost of Sales		-			-			-			-

Gross Profit		-			-			-			-

Expenses:
Salary & wages & payroll taxes		780,849			329,291			1,128,689			780,849
Selling, general and administrative		314,834			65,961			233,578			314,834
Professional fees		752,052			432,934			268,731			752,052
Depreciation expense		-			728			320			-
Total expenses		1,847,735			828,914			1,631,318			1,847,735

Income (loss) from operations		(1,847,735	)		(828,914	)		(1,631,318	)		(1,847,735	)

Other (expense) income
Interest income		3,000			-			-			3,000
Interest expense		(198,813	)		(9,167	)		(207,792	)		(198,813)
Loss on disposition of assets		(2,965	)		-			-			(2,965)
Gain on extinguishment of debt		238,374			-			-			238,374
Total other (expense) income		39,596			(9,167	)		(207,792	)		39,596

Net (loss) income from continuing operations		(1,808,140	)		(838,081	)		(1,839,109	)		(1,808,140	)

Discontinued operations:
Income (loss) from discontinued operations		16,157			(2,862,349	)
Income from discontinued operations								18,996			16,157
Total discontinued operations		16,157			(2,862,349	)		18,996			16,157

Net loss	$	(1,791,983	)	$	(3,700,430	)	$	(1,820,113	)	$	(1,791,983	)

Earnings loss per share, from continuing operations	$	(0.05	)	$	(0.06	)	$	(0.04	)	$	(0.05	)
Earnings loss per share, from discontinuing operations	$	0.00		$	(0.21	)
Earnings per share, from discontinuing operations							$	0.00		$	0.00
Earnings loss per share	$	(0.05	)	$	(0.27	)	$	(0.04	)	$	(0.05	)

Weighted average number of common shares outstanding, basic and diluted		36,253,005			13,484,333
Weighted average number of common shares
outstanding, basic and diluted								43,680,249			36,253,005

	March 31,			March 31,			March 31,			March 31,
	2011			2010			2012			2011
				(restated)
Cash flows from operating activities:
Net loss	$	(1,791,983	)	$	(3,700,430	)	$	(1,820,113	)	$	(1,791,983	)

Adjustments to reconcile net loss from operations to net cash used in operations:
Adjustments to reconcile net loss from operations to net cash used in
operations:
Depreciation and amortization		-			728			320			-
Amortization of debt discount		166,930			-			170,314			166,930
Gain on extinguishment of debt		(238,374	)		-			-			(238,374)
Loss on disposition of assets		2,965						-			2,965
Warrant issued for debt		-			160,000			-			-
Stock issued and subscribed for services		477,894			331,400			127,493			477,894
Stock issued for compensation		67,577			274,890			345,500			67,577
Stock based compensation non cash		80,522			80,522			80,522			80,522
Changes in operating assets and liabilities:
Decrease in assets of discontinued operations		-			2,087,467
(Increase) in goodwill associated with asset purchase		-			(843,697	)
(Increase) decrease in other current assets		50,000			(50,000	)		(47,028	)		50,000
Increase (decrease) in liabilities of discontinued operations, net		(329,438)			602,634
Increase (decrease) in stock subscription payable		-			800,000
(Decrease) in liabilities of discontinued operations, net								(93,172	)		(349,438)
Increase in accounts payable and accrued expenses		106,073			1,329			105,096			126,073
Net cash (used in) provided by operating activities		(1,407,834	)		(255,158	)
Net cash (used in) operating activities								(1,131,068	)		(1,407,834	)

Cash flows from investing activities:
Purchase of fixed assets		-			(60,000	)		(3,200	)		-
Net cash used in investing activities		-			(60,000	)		(3,200	)		-

Cash flows from financing activities:
Proceeds of notes payable		175,000			280,000			788,333			175,000
Payments on notes payable		(5,000	)		-			-			(5,000)
Proceeds for related notes payable		-			44,850			-			-
Payments for related notes payable		(20,725	)		(24,125	)		-			(20,725	)
Reverse merger deficit in excess of capital		-			-			-			-
Stock issued for cash		1,269,001			-			383,254			1,269,001
Net cash provided by (used in) financing activities		1,418,276			300,725			1,171,587			1,418,276

Net increase (decrease) in cash and cash equivalents		10,442			(14,433	)		37,319			10,442

Cash and cash equivalents, beginning of period	$	5,871		$	20,304		$	16,313		$	5,871
Cash and cash equivalents, end of period	$	16,313		$	5,871		$	53,632		$	16,313
Supplemental disclosure of cash flow information
Interest paid	$	28,850		$	2,500		$	-		$	28,850
Supplemental Schedule of Non-cash Financing Activities:
Warrant issued for debt	$	160,000		$	160,000		$	-		$	160,000
Stock issued for reduction of debt	$	154,433		$	247,667		$	39,042		$	154,433
Debt for stock rescission	$	121,593		$	-		$	-		$	121,593

											Additional															Additional
	Common Stock										Paid in			Accumulated				Common Stock								Paid in			Accumulated
	Shares			Amount			Subscriptions	Warrants			Capital			Deficit		Total		Shares			Amount			Subscriptions	Warrants	Capital			Deficit			Total
Balance March 31, 2009 –restated	8,577,779		$	858		$	-	2,853,171		$	5,371,259		$	(4,311,086	)	1,061,031
Stock issued for services	2,710,000			271			-	-			331,129			-		331,400
Stock issued for compensation	2,963,000			296			-	-			274,594			-		274,890	)
Stock issued for debt	7,838,907			784			-	-			246,883			-		247,667
Warrant issued for debt	800,000			80			-	-			159,920			-		160,000
Cancellation of warrants	-			-			-	(2,853,171	)		-			-		-
Stock based compensation cost options	-			-			-	-			80,522			-		80,522
Net Loss	-			-			-	-			-			(3,700,430	)	(3,700,430	)

Balance March 31, 2010 (restated)	22,889,686		$	2,289		$	-	-		$	6,464,307		$	(8,011,516	)	(1,544,920	)		22,889,686		$	2,289	$	-	-	$	6,464,307		$	(8,011,516	)		(1,544,920	)

Stock issued for cash	8,049,411			805			-	-			1,268,196			-		1,269,001			8,049,411			805		-	-		1,268,196			-			1,269,001
Stock issued from subscriptions payable	4,000,000			400			-	-			159,600			-		160,000			4,000,000			400		-	-		159,600			-			160,000
Stock issued for services	2,388,416			239			210,000	-			267,655			-		477,894			2,388,416			239		210,000	-		267,655			-			477,894
Stock issued for compensation	454,615			45			-	-			67,531			-		67,577			454,615			45		-	-		67,531			-			67,577
Stock issued for debt	1,451,174			145			-	-			154,287			-		154,433			1,451,174			145		-	-		154,287			-			154,433
Stock issued for Warrant and debt discount	2,400,000			240			-	-			299,760			-		300,000			2,400,000			240		-	-		299,760			-			300,000
Rescission of stock issued for debt	(2,431,804	)		(243	)		-	-			(121,347	)		-		(121,590	)		(2,431,804	)		(243	)	-	-		(121,347	)		-			(121,590	)
Stock based compensation cost options	-			-			-	-			80,522			-		80,522			-			-		-	-		80,522			-			80,522
Net loss	-			-			-	-			-			(1,791,983	)	(1,791,983	)		-			-		-	-		-			(1,791,983	)		(1,791,983	)

Balance March 31, 2011	39,201,498		$	3,920		$	210,000	-		$	8,640,512		$	(9,803,499	)	(949,067	)		39,201,498		$	3,920	$	210,000	-	$	8,640,512		$	(9,803,499	)		(949,067	)

Stock issued for cash	3,785,023		379		-	-	382,875		-		383,254
Stock issued from subscriptions payable	600,000		60		(210,000)	-	209,940		-		-
Stock issued for services	982,741		98		-	-	127,395		-		127,493
Stock issued for compensation	4,334,268		433		-	-	421,609		-		422,042
Warrants issued for debt discount	-		-		-		170,314		-		170,314
Stock based compensation cost options	-		-		-	-	80,522		-		80,522
Rescission of stock issued to former officer	(250,000	)	(25	)	-	-	(37,475	)	-		(37,500	)

Net loss	-		-		-	-	-		(1820,113	)	(1,820,113	)
Balance March 31, 2012	48,653,530		4,865		-	-	9,995,692		(11,623,612	)	(1,623,055	)

	March 31,			March 31,			March 31,			March 31,
	2011			2010			2012			2011
Furniture and fixtures	$	112,413		$	112,413		$	112,413		$	112,413
Equipment		173,823			172,823			177,023			172,823
Leasehold improvements, net		63,250			63,250			63,250			63,250
Software		30,722			30,722			30,722			30,722
Transportation		-			60,000			-			-
		380,,208			440,208			383,408			380,208

Less accumulated depreciation		(188,369	)		(189,096	)		(188,689	)		(188,396	)
Less assets to be disposed of		(191,839	)		(191,839	)		(191,839	)		(191,839	)

Property and equipment, net	$	-		$	59,272		$	2,880		$	-

●	obtain adequate sources of debt or equity financing to pay unfunded operating expenses and fund long-term business operations; and
●	manage or control working capital requirements by controlling operating expenses.

Years ending
2011	$	150,060
2012			$	936,393

Thereafter		--		--
	$	150,060	$	936,393

Years ending March 31,
2012	$	68,800
2013		58,400

Thereafter		--
		127,200

	March 31, 2011				March 31, 2010				March 31, 2012				March 31, 2011
			Weighted				Weighted				Weighted				Weighted
			Average				Average				Average				Average
			Exercise				Exercise				Exercise				Exercise
	Options		Price		Options		Price		Options		Price		Options		Price
Outstanding -
beginning of year		2,000,000	$	0.50		2,000,000	$	0.50		2,000,000	$	0.50		2,000,000	$	0.50

Granted		-		-		-		-		-		-		-		-

Exercised		-		-		-		-		-		-		-		-

Cancelled		-		-		-		-		-		-		-		-

Outstanding -
end of year		2,000,000	$	0.50		2,000,000	$	0.50		2,000,000	$	0.50		2,000,000	$	0.50

Exercisable - end of year		600,000	$	0.50		400,000	$	0.50		1,600,000	$	0.50		1,200,000	$	0.50

Income tax provision at the federal statutory rate	35	%
Effect on operating losses	(35	%)
	-

	2011			2010			Since Inception			2012			2011			Since Inception
Tax at statutory rate (35%)	$	505,000		$	1,295,000		$	3,235,000		$	564,000		$	487,000		$	2,516,000
Increase in valuation allowance		(505,000	)		(1,295,000	)		(3,235,000	)		(564,000	)		(487,000	)		(2,516,000	)
Net deferred tax asset	$	-		$	-		$	-		$	-		$	-		$	-

Name	Age	Office
Gilbert H. Lamphere	60	Chairman of the Board of Directors
Michael A. Barron	60 61	Chief Executive Officer, ~~Chairman and Director~~
~~Joseph Cosio-Barron~~	62	President and Director
Wanda Witoslawski	4647	Chief Financial Officer, Secretary and Treasurer
John ~~M. Zilliken~~D. McPherson	4765	~~Chief Operating Officer and Executive Vice President~~Director
John H. Marino	73	~~Vice President Rail Operations~~Director
Thomas Mulligan	61	Director


Name and Principal Position	Year	Salary		Bonus		Other		Long-term Compensation Shares Granted	All Other Compensation		Total

Michael A. Barron,	2010	$	180,000	$	-	$	-	-	$	12,000	$	192,000
CEO, Chairman	2009	$	120,000		-		-	1,000,000		-	$	120,000
and Director	2008	$	90,000		-		-	-		-	$	90,000

Joseph Cosio-Barron,	2010	$	180,000		-		-	-	$	12,000	$	192,000
President, Secretary	2009	$	120,000		-		-	1,000,000		-	$	120,000
and Director	2008	$	90,000		-		-	-		-	$	90,000

John M. Zilliken	2010	$	120,000		-		-	1,000,000	$	9,000	$	134,000
(appointed CFO on August 1, 2010)	2009		-		-		-	-		-		-
(resigned CFO on February 28, 2010)	2008		-		-		-	-		-		-

Theresa Carlise	2010	$	30,000		-		-	-	$	50,000	$	80,000
(appointed CFO on December 1, 2009)	2009	$	0		-		-	-		-	$	0
(resigned CFO on July 18, 2010)	2008	$	0		-		-	-		-	$	0

Name (a)	Fees Earned or Paid in Cash ($) (b)		Stock Awards ($) (c)		Total ($) (h)
Gilbert H. Lamphere		6,000		12,000		18,000
John D. McPherson		3,000		50,000		53,000
John H. Marino		3,000		50,000		53,000
Thomas Mulligan		0		0		0

OPTION AWARDS											STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)
Michael A. Barron		1,000,000		-		-	$	0.50		10/31/13		-		-		-		-
Wanda Witoslawski		1,000,000		-		-	$	0.50		10/31/13		-		-		-		-

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned (2)	% of Common Stock Beneficially Owned (3)
Allegheny Nevada Holdings Corporation (6)	1,980,866	5.05%
Joseph Cosio-Barron, President, Secretary and Director (1)	1,000,000	2.55%
Michael A. Barron, CEO and Chairman (1)	2,142,857	5.47%
CBS Consultants, Inc. (6)	1,482,295	3.78%
JMW Fund LLC (4)	2,803,559	7.15%
San Gabriel Fund LLC (4)	1,626,601	4.15%
Jameson Capital (5)	1,975,000	5.04%
Officers and Directors as a group (2 persons)	6,606,018	16.85%

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned (2)		% of Common Stock Beneficially Owned (3)
Gilbert H. Lamphere, Chairman (5)		100,000		0.21	%
Allegheny Nevada Holdings Corporation (6)		1,98,866		4.07	%
Michael A. Barron, CEO and President (1)		2,642,857		5.43	%
JMW Fund LLC (4)		2,584,477		5.38	%
John D. McPherson, Director		600,000		1.23	%
John Marino, Director		1,000,000		2.06	%
Wanda Witoslawski, CFO, Secretary and Treasurer		1,000,000		2.06	%
Officers and Directors as a group		5,342,857		10.99	%

	(1)	The address of each of the beneficial owners is 6650 Via Austi Parkway, Suite 170, Las Vegas Nevada 89119, except as indicated.

	(2)	In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable, or become exercisable within 60 days are deemed outstanding. However, such shares are not deemed outstanding for purposes of computing the percentage ownership of any other person.

	(3)	Based on ~~39,201,498~~48,653,530 shares outstanding as of March 31, ~~2011.~~2012.

	(4)	The address is 4 Richland Place, Pasadena, CA 91103

	(5)	The address is ~~4328 w. Hiawatha Drive, Spokane, WA 99208.~~220 East 42nd St., 29th Floor, New York, NY 10017

	(6)	The address is 6650 Via Austi Parkway Suite 170 Las Vegas, Nevada 89119


(1)	Financial Statements: The following financial statements are included in Item 8 of this report:
	●	Consolidated Balance Sheets as of March 31, ~~2011~~2012 and ~~2010.~~2011.

	●	Consolidated Statements of Operations for the fiscal years ended March 31, ~~2011~~2012 and ~~2010.~~2011.

	●	Consolidated Statements of Cash Flows for the fiscal years ended March 31, ~~2011~~2012 and ~~2010.~~2011.

	●	Consolidated Statement of Stockholders’ Equity (Deficit) for the fiscal years ended March 31, ~~2011~~2012 and ~~2010.~~2011.

	●	Notes to Consolidated Financial Statements.

	●	Report of Independent Registered Public Accounting Firm.

Exhibit No.		Description

3.2		Articles of Incorporation (incorporated herein by reference to Form SB-2, filed on July 31, 2007.)*
3.3		By-Laws of the Registrant (incorporated herein by reference to Form SB-2, filed on July 31, 2007.)*
3.4A		Amended By-Laws of the Registrant dated November 3, 2008 (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010.)*
3.4B		Amended Articles of Incorporation (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010.)*
3.5		Amended Articles of Incorporation as dated March 19, 2010 (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010.)*
3.6		Certificate of Merger, as dated March 19, 2010, by and between Liberty Capital Asset Management, Inc. and Las Vegas Railway Express (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010.)*
3.7		Amended Articles of Incorporation as dated April 19, 2010 (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010.)*
3.8		Amended By-Laws of the Registrant (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010.)*
10.1		Common Stock Purchase Agreement dated November 3, 2008, between Liberty Capital Asset Management, Inc. and Corporate Outfitters Inc.(incorporated herein by reference to Exhibit 10.1 on Form 8-K, as filed on November 25, 2008)
~~10.2~~		~~2008 Stock Option Plan dated November 1, 2008, (incorporated herein as referenced on Form 10-K, as filed on July 15, 2009).~~
~~10.3~~		Promissory Note dated February 28, 2010 by and between Liberty Capital Asset Management Inc. and Transportation Management Services Inc. (incorporated herein as referenced to Exhibit 11.2 on Form 10-K, as filed on June 30, 2010.)
~~10.3~~		Asset Purchase Agreement dated November 23, 2009, between Liberty Capital Asset Management, Inc. and Las Vegas Railway Express (incorporated herein by reference to Exhibit 10.1 on Form 8-K, as filed January 28, 2010).
~~10.4~~		Railcar Purchase Agreement dated February 8, 2010 by and between Liberty Capital Asset Management Inc. and Transportation Management Services Inc. (incorporated herein as referenced to Exhibit 11.3 on Form 10-K, as filed on June 30, 2010)
~~10.5~~		~~Bridge Loan and Security Agreement, South Lake Capital, dated January 25, 2010 (incorporated herein as to Exhibit 11.4 referenced on Form 10-K, as filed on June 30, 2010)~~
~~10.6~~		~~South Lake Capital LLC Promissory Note dated January 15, 2010 (incorporated herein as referenced to Exhibit 11.5 on Form 10-K, as filed on June 30, 2010)~~
~~10.7~~		~~South Lake Capital LLC Warrant Issuance and Release, dated May 29, 2010 (incorporated herein as referenced to Exhibit 11.6 on Form 10-K, as filed on June 30, 2010)~~
~~10.8~~		Advisory Agreement, by and between E/W Capital and Las Vegas Railway Express, Inc., dated July 1, 2010 (incorporated herein as referenced to Exhibit 12 on Form 8-K, as filed July 8, 2010)*
~~10.9~~10.2		Employment Agreement with ~~John M. Zilliken (incorporated herein as referenced to Exhibit 10.7 on Form 8-K, as filed August 6, 2010)~~Michael A. Barron, dated February 1, 2012
~~10.10~~10.3		Employment Agreement with Wanda Witoslawski, ~~(incorporated herein as referenced to Exhibit 10.7 on Form 8-K, as filed May 23, 2011)~~dated February 1, 2012
~~10.11~~10.4		Memorandum of Understanding with T-UPR (The Plaza Hotel & Casino), dated ~~October 4, 2010.~~May 1, 2012.
~~10.12~~10.5		Union Pacific Railroad Company Public Project Reimbursement Agreement, dated December 1, 2010. (filed previously)*
~~10.13~~10.6		Memorandum of Understanding with National Railroad Passenger Corporation, dated January 13, 2011.
~~23.1~~		~~Consent of Independent Registered Public Accounting Firm.~~ (filed previously)*
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32. 1		Certification of Chief Executive Officer ~~and~~pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 INS	XBRL Instance Document**
101 SCH	XBRL Schema Document**
101 CAL	XBRL Calculation Linkbase Document**
101 LAB	XBRL Labels Linkbase Document**
101 PRE	XBRL Presentation Linkbase Document**
101 DEF	XBRL Definition Linkbase Document**

By :/s/ Michael A. Barron	July 10, 2012
Chief Executive Officer
(Principal Executive)


By: /s/Wanda Witoslawski	July 10, 2012
Chief Financial Officer
(Principal Financial and Accounting Officer)

LAS VEGAS RAILWAY EXPRESS, INC.


	By: /s/Michael A. Barron
	Michael A. Barron, Chief Executive Officer Principal Executive Officer

Name	Title	Date
/s/Michael A. Barron Michael A. Barron /s/Wanda Witoslawski Wanda Witoslawski	Chief Executive Officer, Director Chief Financial Officer	July 10, 2012 July 10, 2012
/s/Gilbert H. Lamphere
Gilbert H. Lamphere	Chairman	July 10, 2012


/s/John H. Marino
John H. Marino	Director	July 10, 2012


/s/John D. McPherson
John D. McPherson	Director	July 10, 2012


/s/Thomas Mulligan
Thomas Mulligan	Director	July 10, 2012