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.

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 [X] No [  ] 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.  [  ]

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

Our business plan emanates from Southern California toa regional transportation feasibility study published in 2007, which suggested that a well-run rail service between Los Angeles and Las Vegas constitutes a major portion of visitor activity and is a financial foundation for the economycould garner up to 30% of the Las approximately 12 million passengers who regularly drive between these two metropolitan areas. See: www.rtcsouthernnevada.com. We believe that with our current business plan, we would be able to break-even, on an operating basis, with approximately 1.5% of that overall market. We have also conducted a market study done by RL Banks which outlines seven other routes with similar demographics to the X Train LA/Vegas region. About a third of all route. We believe that the proposed business model on the LA/Vegas visitors are Californians, according to a survey byroute is replicable on 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.other seven routes with potentially similar financial results.

There are two proposed high speed rail alternatives:

We are an early stage company that has been pursuing our current business plan since 2010. As such our future operations are contingent upon generating revenues and raising capital for operations.  Because we have a limited operating history, there will be difficulty in evaluating our Common Stock involves a high degree of risk. You should carefullybusiness and future prospects and there are substantial risks, uncertainties, expenses and difficulties that we are subject to. There can be no assurance that at this time we will operate profitably or that we will have adequate working capital to meet our obligations as they become due. Investors must consider the risks described below with all ofand difficulties frequently encountered by early stage companies. We cannot be certain that our business strategy will be successful or that we will successfully address the other information included in this prospectus before making an investment decision. If any ofrisks we face. In the possible adverse events described below actually occurs,event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations or financial condition would likely suffer. In such an event, the market price of our Common Stock could declinebe materially and you could lose all or part of your investment.adversely affected.

We have not generated revenue since inception, and may not succeed in generating revenue. We have experienced net losses and negative cash flows from operating activities since inception and we expect such losses and negative cash flows to continue in the foreseeable future. As of $1,820,113March 31, 2013 and $1,791,983 forMarch 31, 2012, we had cash of $1,262,615 and $53,632, respectively. For the years ended March 31, 2013 and 2012, we incurred net losses of $6,766,091, and 2011,$2,006,033, respectively. As of March 31, 2012,2013, we havehad an aggregate accumulated deficit of $11,623,612.$18,575,623. We may never achieve profitability. The opinion of our independent registered public accountants on our audited financial statements as of and for the year ended March 31, 2013 and 2012 contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.  Our ability to continue as a going concern is dependent upon raising capital from financing transactions and continued implementation of our business plan.

We will have to fund all of our operations and capital expenditures from the net proceeds from future financings, as we have not yet generated revenues. There can be no assurance that we will be profitableable to raise the additional funding needed to implement our business plans or that unanticipated costs will not increase our projected expenses following completion of the financing.

To date, we have entered into an agreement with Union Pacific Railroad and an MOU with Amtrak for the Company’s services impairlisted above.  We have also entered into an MOU with the City of Fullerton for use of their station for the Southern California terminus of the service.  We also have an MOU with Dielco Crane to lease 16.4 acres of its ability to price its services or increase its costs or liability exposure.property in North Las Vegas for a train station location and maintenance facility.

In addition to the key contracts discussed above, our plans for growth and expansion may rely significantly on other agreements with other railroads and third parties, including joint ventures, strategic alliances and marketing agreements. Our ability to provide comprehensive rail network, facilitiesservice to our future customers depends in large part upon our ability to enter into and equipment in ordermaintain these other agreements and upon the performance of the obligations under the agreements by the other railroads and third parties.

Our business model depends on our ability to accept or handle our Company’s increased demand. Federal or state spending on infrastructure improvements or incentives that favor other modesprovide an alternative means of transportation could alsobetween Los Angeles and Las Vegas. If we commence commercial operations of the X-Train service, utilization of our service depends upon the adoption of our service by leisure travelers as a viable alternative to existing options. We cannot assure you that leisure travelers will accept our service as a replacement for traveling by car or by airplane. Achieving market acceptance for the X-Train service will require substantial sales and marketing efforts and the expenditure of significant financial and other resources to create awareness and demand by leisure travelers. If we fail to achieve broad acceptance of the X-Train service or if we fail to position X-Train as a preferred method for travel, our business, prospects, financial condition and results of operations will be adversely affect the Company’s revenues.affected.

According to the Company. GovernmentsLas Vegas Convention Visitor Authority (LVCVA), there were approximately 38.9 million travelers to Las Vegas from the Southern California region in 2011. If demand for rail travel does not keep up with amount of service offered, competitive pressure may changecause reductions in average fare price.

The Las Vegas region also faces competition with legalized gaming from casinos located on Native American tribal lands. Native American tribes in California are permitted to operate casinos with video gaming machines, black jack and house-banked card games. The governor of California has entered into compacts with numerous tribes in California and has executed a number of compacts with no limits on the legislative and/number of gaming machines, which was limited under the prior compacts. The federal government has approved numerous compacts in California and casino-style gaming is now legal on those tribal lands. While the competitive impact on our operations in Las Vegas from the continued growth of Native American gaming establishments in California remains uncertain, the proliferation of gaming in California could have an adverse effect on Las Vegas travel and thus on our results of operations.

In addition, certain states have legalized, and others may legalize, casino gaming in specific areas, including metropolitan areas from which we traditionally attract customers, such as New York, Los Angeles, San Francisco and Boston. In October 2001, the New York legislature approved a bill for expanded casino gaming on Native American reservations and video lottery terminals at certain race tracks. In 2003 and 2004, Maine and Pennsylvania, respectively, approved legislation legalizing slot machines or regulatory framework withinsimilar electronic gaming devices at certain locations, although such legislation has not been implemented yet. A number of states have permitted or are considering permitting gaming at "racinos," on Native American reservations and through expansion of state lotteries. The current global trend toward liberalization of gaming restrictions and resulting proliferation of gaming venues could result in a decrease in the number of visitors to the Las Vegas area by attracting customers close to home and away from Las Vegas, which could adversely affect the Company operates without providing the Company with any recoursedemand for any adverse effects that the change may have on its business. Federal legislation enacted in 2008 mandates the implementationtravel to Las Vegas and thereby affect our financial condition, results 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 railroads’ infrastructure may pose significant operating and implementation risks and could require significant capital expenditures.operations or cash flows.

The “host” or Class I railroads are required to transport these commodities to the extent of itstheir 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’sour operating results, financial condition or liquidity. In addition, insurance premiums charged for some or all of the coverage currently maintained by the Companyus could increase dramatically or certain coverage may not be available to the Companyus in the future if there is a catastrophic event related to rail transportation of these commodities.

The Company’sOur success will be dependent on itsour ability to operate itsa 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’sour infrastructure due to natural or man-made disruptions could have an adverse effect on the Company’sour 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’sour 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.

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

Terrorist attacks and any government response to those types of attacks and war or risk of war may adversely affect the Company’sour results of operations, financial condition or liquidity. The Company’sOur proposed 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’sour 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 Companyus could increase dramatically, the coverage available may not adequately compensate itus for certain types of incidents and certain coverage’scoverages may not be available to the Companyus in the future.

The Company reliesWe expect to rely on information technology in all aspects of itsour business. A significant disruption or failure of itsour information technology systems could result in service interruptions,and revenue collections,collection interruptions, 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 takenwe anticipate taking steps to mitigate these risks, a significant disruption could adversely affect the Company’sour results of operations, financial condition or liquidity. Additionally, if the Company iswe are unable to acquire or implement new technology, itwe may suffer a competitive disadvantage, which could also have an adverse effect on the Company’sour results of operations, financial condition or liquidity.

As part of itsour proposed railroad operations, the Company’s Class I railroad partners arewe may become 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 believesWe believe 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’sour operating results, financial condition and liquidity.

AWe expect that a significant majority of the Class I railroads employees arethat we plan to employ will be 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 CompanyIf we 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’sour operating results, financial condition or liquidity.

Changes in demographics, training requirements and the unavailability of qualified personnel, particularly engineers and trainmen, could negatively impact the Company’sour future ability to meet demand for rail service. Recruiting and retaining qualified personnel, particularly those with expertise in the railroad industry, arewill be vital to our future operations. Although the Company has adequate personnel for the current business environment, unpredictableUnpredictable 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’sour operating results, financial condition or liquidity.

Changes in United States government policies could change the year ended Marchmacroeconomic environment and affect demand for our future 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 our ability to determine prices for rail services and significantly affect the revenues, costs and profitability of tour business. Additionally, because of the significant costs to maintain our future rail network, an increase in expenditures related to the maintenance of the rails owned by the Class I railroads could hinder our ability to maintain, improve or expand the rail network, facilities and equipment in order to accept or handle any increased demand. Federal or state spending on infrastructure improvements or incentives that favor other modes of transportation could also adversely affect any future revenues.

We are subject to a significant amount of governmental laws and regulation with respect to our 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 us. Governments may change the legislative and/or regulatory framework within which we operate without providing us with any recourse for any adverse effects that the change may have on its business. For example, federal legislation enacted in 2008 mandates the implementation of positive train control technology by December 31, 2012, states that there2015, 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 a substantial doubtnew and deploying it across our host railroads’ infrastructure may pose significant operating and implementation risks and could require significant capital expenditures.

Our 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 any diesel locomotives, equipment, vehicles and other machinery that we willmay operate.  Emission regulations could also adversely affect fuel efficiency and increase operating costs. Further, local concerns on emissions and other forms of pollution could inhibit our 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. We may in the future be subject to allegations or findings to the effect that we have violated, or are strictly liable under, these laws or regulations. Any future operating results, financial condition or liquidity could be adversely affected as a result of any of the foregoing, and we may be required to incur significant expenses to investigate and remediate environmental contamination.

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 increase fuel costs resulting in reduced margins. Each of these factors could have an adverse effect on our operating results, financial condition or liquidity. If the price of fuel increases substantially, we may be able to continue asoffset a going concern.significant portion of these higher fuel costs through a fuel surcharge program or increase in ticket prices, which may result in loss of customers.

Significant, extended negative changes in domestic and global economic conditions that impact future customers transported by us and may have an adverse effect on our auditedoperating results, financial condition or liquidity. Declines in economic growth and the United States travel industry all could result in reduced revenues.

As of March 31, 2012 financial statements,2013, our officers and Note 2directors beneficially owned approximately 28.6% of our outstanding common stock.  As a result,  these stockholders could, if they were to such financial statements, reflectact together, affect the factoutcome of stockholder votes, which could, among other things, affect elections of directors, delay or prevent a change in control or other transaction that without raising additional financing through loans or stock sales, it wouldmight 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. There can be no assurance that we will be able to raise additional capital and if we are unable to do so we may have to cease operations.beneficial other stockholders.

We have 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 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 youra shareholder’s investment will only occur if itsour stock price appreciates.

Our common stock is currently quoted on the Over the Counter Bulletin BoardOTCQB 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.

If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall.  These 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.

The SEC has adopted Rule 3a51-1 which establishes the definition of a "penny stock", for the purposes relevant to us, as any equity security that has a market price 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, Rule 15g-9 requires:

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.

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.

As of March 31, 2012,2013, we lease approximately 2,6007,079 square feet of general office space in premises located at 6650 Via Austi Parkway, Suite 170 and 140, Las Vegas, Nevada. Our lease for this space expires in February 2013April 2016 and provides for monthly payments of $5,800.$15,790.

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.

Our common stock is currently quoted on the Over-The-Counter Bulletin Board under the symbol “XTRN”.  On June 6, 2012,24, 2013, the last trade of our stock was at the price of $0.065$0.07 per share.  The following table sets forth the high and low prices per share of our common stock for each period indicated.  These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

As of March 31, 2012,2013, there were 188328 stockholders of record of our common stock.  

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.

Las Vegas Railway Express, Inc. (the "Company”, “Las Vegas Railway”, “we”, “our” or “us”), a Delaware corporation, is a company whose plan is to re-establish a conventional rail passenger train service between Las Vegas and Los Angeles using existing freight railroad lines. The development concept is to provide a Las Vegas style experience on the train, which would traverse the planned route in approximately 5:005 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 bundled 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 preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, workers' compensation costs, collectiblescollection of accounts receivable, andreceivables, impairment of goodwill, and intangible assets, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during the fiscal year.

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, notes payable and derivative liabilities.  Derivative liabilities are recorded at fair value.  The principal balance of notes payable approximates fair value because current interest rates and terms offered to the Company issues stock for services whichsimilar debt are performed over a period of time,substantially the Company capitalizes the value paid in the equity section of the Company’s financial statements as a non-cash equity transaction. The Company accretes the expense to stock based compensation expense on a monthly basis for services rendered within the period.same.

In the absence of such information or if we are not able to corroborate these prices by other available relevant market information, we estimate their fair values by using internal calculations or discounted cash flow techniques that incorporate prepayment rates, discount rates and delinquency and default and cumulative loss expectations, that are implied by market prices for similar securities and collateral structure types. Because this valuation technique relies on significant unobservable inputs, the fair value methodestimation is classified as Level 3. The process for equity instruments granted to non-employees and will use the Black-Scholes model or similar methodologies for measuring thedetermining fair value using unobservable inputs is generally more subjective and involves a high degree of options, if issued. The stock basedmanagement judgment and assumptions. These assumptions may have a significant effect on our estimates of fair value, compensation is determinedand the use of different assumptions as well as changes in market conditions could have a material effect on our results of the date of the grantoperations or the date at which the performance of the services is completed (measurement date) and is recognized over any vesting periods.financial condition.

During the years ended March 31, 2013 and 2012, and 2011 salary, wagesour railcar operations have yet to generate any revenue.

Compensation and payroll taxes were $1,128,689increased by $1,812,461, or 148.3% during the year ended March 31, 2013 as compared to 2012.  The increase in compensation expense is related to the hiring of additional full-time employees, addition of board members and $780,849 (44.5% increase), selling,issuing stock grants and warrants for compensation. We had an increase in our professional fee expenses during the year ended March 31, 2013 of $1,347,793 due to legal, consulting and accounting services.  Selling, general and administrative expenses were $233,578increased by $417,926, or 178.9% during 2013 primarily due to higher costs  associated with marketing, advertising, insurance and $314,834 (25.8% decrease)rent expense.

Liquidity is the ability of a company to generate funds to support asset growth, satisfy disbursement needs, maintain reserve requirements and otherwise operate on an ongoing basis. The Company has no operating revenues and is currently dependent on financing and sale of stock to fund operations.

As shown in the accompanying financial statements, the Company has net losses of $6,766,091 and negative cash flows from operations since our inception.  We have sustained losses from continuing operations of $1,820,113 and $1,791,983$2,006,033 for the years ended March 31, 2013 and 2012, and 2011, respectively.  

ThereManagement is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability.  The successful outcome of future activities cannot be determined at this time and there are no assuranceassurances that, weif achieved, the Company will be successful in achieving our long-term plans as set forth above,have sufficient funds to execute its intended business plan or that such plans, if consummated, will enable us to obtain profitable operations or continue in the long-term.