SCHEDULE 14A 
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
 
Filed by the Registrant  x

Filed by a Party other than the Registrant o

Check the appropriate box:
 
oPreliminary Proxy Statement
oConfidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement 
oDefinitive Additional Materials 
oSoliciting Material Pursuant to §240.14a-12 
  
LAS VEGAS RAILWAY EXPRESS, INC.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 (1)Title of each class of securities to which transaction applies: 
 (2)Aggregate number of securities to which transaction applies: 
 (3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 (4)Proposed maximum aggregate value of transaction:
 (5)Total fee paid:
oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-1l (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 (1)Amount Previously Paid:
 (2)Form, Schedule or Registration Statement No.:
 (3)Filing Party:
 (4)Date Filed:

 
   

 
 
 



 

 


Las Vegas Railway Express, Inc.
 
20122013
 
NOTICE OF ANNUALSPECIAL MEETING
 
AND
 
PROXY STATEMENT
 
_____________________
 
September 28, 2012June 11, 2013
at 9:00 a.m. Pacific Daylight Time
_____________________
 
6650 Via Austi Parkway, Suite 170
Las Vegas, NV 89119








 
 
 

Las Vegas Railway Express, Inc.
 
NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS
 
TO BE HELD ON SEPTEMBER 28, 2012
June 11, 2013

The 2012 AnnualNotice is hereby given that a Special Meeting of Stockholders (the “Annual“Special Meeting”) of Las Vegas Railway Express, Inc. (the “Company”) will be held at the Company’s offices at 6650 Via Austi Parkway, Suite 170, Las Vegas, NV 89119, on Friday, September 28, 2012,Tuesday, June 11, 2013, at 9:00 am local time, to consider the following proposals:

1.  To electconsider and act upon a proposal to approve an amendment to the five director nominees named inCertificate of Incorporation of the Proxy StatementCompany to hold office untileffect a reverse stock split of the next annual meetingCompany’s common stock, at a ratio of stockholders;twenty-for-one, without further approval or authorization of the Company’s shareholders, provided that the Board of Directors determines to effect the reverse stock split and such amendment is filed with the Secretary of State of Delaware no later than six months from the date of the Special Meeting (the “Reverse Split”); and

2.To ratify the appointment of Hamilton, PC as the Company’s independent auditors for the fiscal year ending March 31, 2012;

3.  To act on such other matters as may properly come before the meeting or any adjournment thereof.

 
BECAUSE OF THE SIGNIFICANCE OF THESE PROPOSALS TO THE COMPANY AND ITS STOCKHOLDERS, IT IS VITAL THAT EVERY STOCKHOLDER VOTES AT THE ANNUALSPECIAL MEETING IN PERSON OR BY PROXY.
 
These proposals are fully set forth in the accompanying Proxy Statement, which you are urged to read thoroughly. For the reasons set forth in the Proxy Statement, your board of directors recommends a vote "FOR" all of the directors nominated in Proposal 1 and “FOR” Proposal 2.1.  The Company intends to mail the Annual Report, Proxy Statement and Proxy card enclosed with this notice on or about August 24, 2012May 14, 2013 to all stockholders entitled to vote at the AnnualSpecial Meeting. Only stockholders of record at the close of business on August 16, 2012April 26, 2013 will be entitled to attend and vote at the meeting.Special Meeting.  A list of all stockholders entitled to vote at the AnnualSpecial Meeting will be available at the principal office of the Company during usual business hours, for examination by any stockholder for any purpose germane to the AnnualSpecial Meeting for 10 days prior to the date thereof.   Stockholders are cordially invited to attend the AnnualSpecial Meeting. However, whether or not you plan to attend the meeting in person, your shares should be represented and voted. After reading the enclosed Proxy Statement, please sign, date, and return promptly the enclosed Proxy in the accompanying postpaid envelope we have provided for your convenience to ensure that your shares will be represented. Alternatively, you may wish to provide your response by telephone or electronically through the Internet by following the instructions set out on the enclosed Proxy card. If you do attend the meeting and wish to vote your shares personally, you may revoke your Proxy.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held September 28, 2012.  The Proxy Statement and our 2012 Annual Report to Stockholders are available at: http://www.viewproxy.com/vegasxtrain/2012

 
 By Order of the board of directors 
    
  /s/ Gilbert H. LamphereJohn D. McPherson 
  Gilbert H. LamphereJohn D. McPherson 
  Chairman of the board of directors 

 

 
1
 
 

WHETHER OR NOT YOU PLAN ON ATTENDING THE MEETING IN PERSON, PLEASE VOTE AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR VOTE IS COUNTED.
 
Las Vegas Railway Express, Inc.
6650 Via Austi Parkway, Suite 170
Las Vegas, NV  89119
 
702-583-6715
 
 
______________________
 
PROXY STATEMENT
_______________________

This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors of Las Vegas Railway Express, Inc. (the “Company”) to be voted at the AnnualSpecial Meeting of Stockholders (“AnnualSpecial Meeting”) which will be held at the Company’s offices at 6650 Via Austi Parkway, Suite 170, Las Vegas, NV 89119, on Friday, September 28, 2012,Tuesday, June 11, 2013, at 9:00 am local time, and at any postponements or adjournments thereof.  The proxy materials will be furnished to stockholders on or about August 24, 2012.May 14, 2013.
 

REVOCABILITY OF PROXY AND SOLICITATION
 
Any stockholder executing a proxy that is solicited hereby has the power to revoke it prior to the voting of the proxy.  Revocation may be made by attending the AnnualSpecial Meeting and voting the shares of stock in person, or by delivering to the Secretary of the Company at the principal office of the Company prior to the AnnualSpecial Meeting a written notice of revocation or a later-dated, properly executed proxy.  Solicitation of proxies may be made by directors, officers and other employees of the Company by personal interview, telephone, facsimile transmittal or electronic communications.  No additional compensation will be paid for any such services.  This solicitation of proxies is being made by the Company which will bear all costs associated with the mailing of this proxy statement and the solicitation of proxies.


RECORD DATE
 
Stockholders of record at the close of business on August 16, 2012,April 26, 2013, will be entitled to receive notice of, attend and vote at the meeting.
 
 
 
 
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INFORMATION ABOUT THE ANNUALSPECIAL MEETING AND VOTING
 
Why am I receiving these materials?
 
The Company has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at the AnnualSpecial Meeting.  These materials describe the proposals on which the Company would like you to vote and also give you information on these proposals so that you can make an informed decision.

What is included in these materials?
 
These materials include:

·this Proxy Statement for the AnnualSpecial Meeting;

·the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012; and
·the proxy card or vote instruction form for the AnnualSpecial Meeting.

What is the proxy card?
 
The proxy card enables you to appoint Michael Barron, our Chief Executive Officer, President and Director, as your representative at the AnnualSpecial Meeting.  By completing and returning a proxy card, you are authorizing this individual to vote your shares at the AnnualSpecial Meeting in accordance with your instructions on the proxy card.  This way, your shares will be voted whether or not you attend the AnnualSpecial Meeting.
 
What is the purpose of the AnnualSpecial Meeting?
 
At our AnnualSpecial Meeting, stockholders will act upon the matters outlined in the Notice of AnnualSpecial Meeting on the cover page of this Proxy Statement, includingnamely (i) to consider and act upon a proposal to approve an amendment to the electionCertificate of five persons named herein as nominees for directorsIncorporation of the Company to hold office subject to the provisionseffect a reverse stock split of the bylawsCompany’s common stock, at a ratio of twenty-for-one, without further approval or authorization of the Company, untilCompany’s shareholders, provided that the next annual meetingBoard of stockholdersDirectors determines to effect the reverse stock split and until their successors are duly elected and qualified, and  (ii) ratificationsuch amendment is filed with the Secretary of State of Delaware no later than six months from the date of the appointment of  Hamilton, PC as the Company’s independent auditors for the fiscal year ending March 31, 2012.Special Meeting  .
 
What constitutes a quorum?
 
The presence at the meeting, in person or by proxy, of the holders of a majority of the number of shares of common stock issued and outstanding on the record date will constitute a quorum permitting the meeting to conduct its business. As of the record date, there are 124,257,025159,111,882 shares of the CompanyCompany’s common stock issued and outstanding.  Thus, the presence of the holders of common stock representing at least 62,128,51379,555,942 votes will be required to establish a quorum.
What vote is required to pass the proposal(s)?
        The affirmative vote of a majority of the issued and outstanding shares of common stock entitled to vote at the Special Meeting is required to approve Proposal 1. Accordingly, shares which abstain from voting as to such matter, and shares held in "street name" by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to such matter, will have the effect of a vote against Proposal 1.
  
What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name.  As summarized below, there are some distinctions between shares held of record and those owned beneficially in street name.


 
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Stockholder of Record

If on August 16, 2012,April 26, 2013, your shares were registered directly in your name with our transfer agent, Empire Stock Transfer, you are considered a stockholder of record with respect to those shares, and the Notice of AnnualSpecial Meeting and Proxy Statement was sent directly to you by the Company.  As the stockholder of record, you have the right to direct the voting of your shares by returning the proxy card to us.  Whether or not you plan to attend the AnnualSpecial Meeting, if you do not vote over the Internet, please complete, date, sign and return a proxy card to ensure that your vote is counted. 

Beneficial Owner of Shares Held in Street Name

If on August 16, 2012,April 26, 2013, your shares were held in an account at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are considered the beneficial owner of shares held in “street name,” and the Notice of AnnualSpecial Meeting & Proxy statementStatement was forwarded to you by that organization.  The organization holding your account is considered the stockholder of record for purposes of voting at the AnnualSpecial Meeting.  As the beneficial owner, you have the right to direct that organization on how to vote the shares held in your account.  However, since you are not the stockholder of record, you may not vote these shares in person at the AnnualSpecial Meeting unless you receive a valid proxy from the organization.

How do I vote?
 
Shareholders of Record.   If you are a stockholder of record, you may vote by any of the following methods:

·
Via the Internet.   You may vote by proxy via the Internet by following the instructions provided on the enclosed Proxy Card.
 
·
By Telephone.   You may vote by calling the toll free number found on the Proxy Card.
 
·
By Mail.   You may vote by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided.
 
·
In Person. You may attend and vote at the AnnualSpecial Meeting.  The Company will give you a ballot when you arrive.
 
Beneficial Owners of Shares Held in Street Name.  If you are a beneficial owner of shares held in street name, you may vote by any of the following methods:

·
Via the Internet.   You may vote by proxy via the Internet by following the instructions provided on the enclosed Proxy Card.

·
By Telephone.   You may vote by proxy by calling the toll free number found on the vote instruction form.
 
·
By Mail.   You may vote by proxy by filling out the vote instruction form and returning it in the pre-addressed, postage-paid envelope provided.
 
·
In Person. If you are a beneficial owner of shares held in street name and you wish to vote in person at the AnnualSpecial Meeting, you must obtain a legal proxy from the organization that holds your shares.

Abstentions and broker non-votes

While the inspectors of election will treat shares represented by Proxies that reflect abstentions or include "broker non-votes" as shares that are present and entitled to vote for purposes of determining the presence of a quorum, abstentions or "broker non-votes" do not constitute a vote "for" or "against" any matter and thus will be disregarded in any calculation of "votes cast." However, abstentions and "broker non-votes" will have the effect of a negative vote if an item requires the approval of a majority of a quorum or of a specified proportion of all issued and outstanding shares.

Brokers holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers.  As used herein, “uninstructed shares” means shares held by a broker who has not received voting instructions from its customers on a proposal.  A “broker non-vote” occurs when a nominee holding uninstructed shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that non-routine matter. In connection with the treatment of abstentions and broker non-votes, the proposed ratification of Hamilton, PC as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2012 is considered a “routine” matter.  Accordingly, brokers are entitled to vote uninstructed shares with respect to this proposal.

 
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What happens if I do not give specific voting instructions?

Shareholders of Record.   If you are a stockholder of record and you:

·indicate when voting on the Internet or by telephone that you wish to vote as recommended by the board of directors, or

·sign and return a proxy card without giving specific voting instructions,

then the proxy holders will vote your shares in the manner recommended by the board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the AnnualSpecial Meeting.

Beneficial Owners of Shares Held in Street Name.  If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters, such as the ratification of Hamilton, PC as the Company’s independent registered public accounting firm for the year ending March 31, 2012, but cannot vote on non-routine matters, such as the election of directors.matters.

What are the board’s recommendations?  
 
           The board’s recommendation is set forth together with the description of each item in this Proxy Statement. In summary, the board recommends a vote:

·
for electionthe proposal to approve an amendment to the Certificate of the five (5) directors nominated byIncorporation of the Company to hold office subject to the provisionseffect a reverse stock split of the BylawsCompany’s common stock, at a ratio of twenty-for-one, without further approval or authorization of the Company, untilCompany’s shareholders, provided that the next annual meetingBoard of stockholdersDirectors determines to effect the reverse stock split and until their successors are duly elected and qualified;

·
for ratificationsuch amendment is filed with the Secretary of State of Delaware no later than six months from the date of the appointment of Hamilton, PC as the Company’s independent auditors for fiscal year 2012;Special Meeting;;

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the board of directors or, if no recommendation is given, in their own discretion.
  
Dissenters’ Right of Appraisal
 
Holders of shares of our Common Stockcommon stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection with this solicitation.
 
How are Proxy materials delivered to households?

Only one copy of the Company's 10-K for the fiscal year ending March 31, 2012 and this Proxy Statement will be delivered to an address where two or more stockholders reside with the same last name or who otherwise reasonably appear to be members of the same family based on the stockholders’ prior express or implied consent.
 
We will deliver promptly upon written or oral request a separate copy of the Company's 10-K for the fiscal year ending March 31, 2012 and this Proxy Statement upon such request.  If you share an address with at least one other stockholder, currently receive one copy of our Annual Report andthe Proxy Statement at your residence, and would like to receive a separate copy of our Annual Report andthe Proxy Statement for future stockholder meetings of the Company, please specify such request in writing and send such written request to Las Vegas Railway Express, Inc., 6650 Via Austi Parkway, Suite 170, Las Vegas, NV 89119; Attention: Corporate Secretary.

 
 
5
 
 
Interest of Officers and Directors in Matters to Be Acted Upon
Except for the election to our board of the five nominees set forth herein, none of our officers or directors has any interest in any of the matters to be acted upon at the Annual Meeting.

How much stock is owned by 5% stockholders, directors, and executive officers?

The  following table sets forth the number of shares known to be beneficially owned by all persons who own at least 5% of the Company's outstanding common stock, the Company's directors, the executive officers, and the directors and executive officers as a group as of August 16, 2012,April 26, 2013, unless otherwise noted. Unless otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to the shares indicated.

  
Common Stock Beneficially
Owned(2)
  
Percentage of
Common
 
Name of Beneficial Owner   Stock (3) 
         
Gilbert H. Lamphere, Chairman (4)  5,000,000   4.02%
Allegheny Nevada Holdings Corporation (5)  6,552,295   5.27  %
Michael A. Barron, CEO and President (1)  7,214,286   5.81%
Thomas Mulligan  500,000   0.40%
John D. McPherson, Director  600,000   0.48%
John Marino, Director  1,000,000   0.80%
Wanda Witoslawski, CFO, Secretary and Treasurer  2,228,571   1.79  %
Officers and Directors as a group  23,095,152   18.58%
  
common stock Beneficially
Owned(2)
 
Percentage of
Common
 
Name of Beneficial Owner (1)    Stock (3) 
        
John D. McPherson, Chairman (5)  1,100,000  0.7%
Michael A. Barron, CEO and President (6)  25,654,502  15.1%
Thomas Mulligan (8)  1,000,000  0.6%
Gilbert H. Lamphere, Director (4)  18,971,981  11.6%
John Marino, Director (7)  2,100,000  1.3%
Wanda Witoslawski, CFO and Treasurer  2,728,571  1.7  %
John M. B. O’Connor  500,000  0.3%
        
Officers and Directors as a group (7 persons)  52,055,054  31.6%
Total  52,055,054  31.6%

 (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 124,257,025159,111,882 shares outstanding as of August 16, 2012.
April 26, 2013.
 (4)
The address is 220 East 42nd42nd St., 29th29th Floor, New York, NY 10017
10017. Common stock beneficially owned: 19,102,207 shares (including 4,471,981 shares issuable upon exercise of warrants)
 (5)The addressCommon stock beneficially owned: 1,100,000 shares (including 500,000 shares issuable upon exercise of warrants)
(6)Common stock beneficially owned: 25,654,502 shares (including 9,887,921 shares issuable upon exercise of warrants,  1,000,000 shares issuable upon exercise of options, and 6,552,295 owned by the Allegheny Nevada Holdings Corporation, of which Michael Barron is 6650 Via Austi Parkway Suite 170 Las Vegas, Nevada 89119the sole owner and controlling shareholder)
(7)Common stock beneficially owned: 2,100,000 shares (including 500,000 shares issuable upon exercise of warrants and 600,000 shares issued to Transportation Management Services, Inc.)
(8)Common stock beneficially owned: 1,000,000 shares (including 500,000 shares issuable upon exercise of warrants)

There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.


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INFORMATION ABOUT THE BOARD OF DIRECTORS

The board of directors oversees our business and affairs and monitors the performance of management. In accordance with corporate governance principles, the board does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer and other key executives, visits to the Company’s facilities, by reading the reports and other materials that we send them and by participating in board and committee meetings. Each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Biographical information about our directors is provided in “Item 1 - Proposal for the Election of Five Directors.” Except as set forth in this Proxy Statement, none of our directors held directorships in other reporting companies and registered investment companies at any time during the past five years.
Our board currently consists of five persons and all of them have been nominated by the Company to stand for election.
NameAgeOffice
Gilbert H. Lamphere60Chairman of the board of directors
Michael A. Barron61Chief Executive Officer, President and Director
John D. McPherson65Director
John H. Marino73Director
Thomas Mulligan61Director

Involvement in Certain Legal Proceedings

Except as set forth below, to our knowledge, during the last ten years, none of our directors and executive officers have:

·Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

·Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

·Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

·Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

·Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.  

Shearson Financial Network, a mortgage company, filed for Chapter 11 bankruptcy protection in 2008. Michael A. Barron was CEO of the company at the time.

How often did the board meet during fiscal 2012?
During 2012, the board of directors held 4 meetings.  Each director attended no fewer than 95% of the aggregate of the total number of meetings of the board and the total number of meetings held by all committees on which such director served. The board also approved certain actions by unanimous written consent.
What committees has the board established?
The board of directors is in the process of forming two committees: audit and compensation committee. The Company does not have an audit committee financial expert, because of the small size and early stage of the Company.  The Company has not established a nominating committee because the board makes all decision regarding director nominations.

 
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Nomination of Directors

The board of directors is responsible for identifying individuals qualified to become directors. The board seeks to identify director candidates based on input provided by a number of sources, including (1) our other directors, (2) our stockholders, (3) our Chief Executive Officer or Chairman of the board, and (4) third parties such as service providers. In evaluating potential candidates for director, the board considers the entirety of each candidate’s credentials.
Qualifications for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the board of directors. However, at a minimum, candidates for director must possess:

·high personal and professional ethics and integrity;
·the ability to exercise sound judgment;
·the ability to make independent analytical inquiries;
·a willingness and ability to devote adequate time and resources to diligently perform board and committee duties; and
·the appropriate and relevant business experience and acumen.
The board will consider nominees recommended by shareholders if such recommendations are made in writing to the board. The board does not plan to change the manner in which the board evaluates nominees for election as a director based on whether the nominee has been recommended by a stockholder or otherwise.

The board does not have a formal policy relating to diversity among directors. In considering new nominees and whether to re-nominate existing members of the board, the committee seeks to achieve a board with strengths in its collective knowledge and a broad diversity of perspectives, skills and business and professional experience. Among other items, the board looks for a range of experience in strategic planning, sales, finance, executive leadership, industry and similar attributes.

Board Leadership Structure and Role in Risk Oversight
The Company has separated the positions of Chairman of the board of directors and Chief Executive Officer. Given the demanding nature of these positions, the board believes it is appropriate to separate the positions of Chairman and Chief Executive Officer.  Our Chairman presides over all meetings of the board of directors.  He briefs the Chief Executive Officer on issues arising in meetings and communicates frequently with him on matters of importance. He has responsibility for shaping the board’s agendas and consults with all directors to ensure that the board agendas and board materials provide the board with the information needed to fulfill its responsibilities.  From time to time he may also represent the Company in interactions with external stakeholders, at the discretion of the board.

The board of directors has determined that four of our current directors, including Mr. Lamphere, McPherson, Marino and Mulligan, are “independent directors” as that term is defined in the listing standards of the NASDAQ.  In making this decision, the board considered all relationships between the Company and the directors. The board determined each such relationship, and the aggregate of such relationships, to be immaterial to the applicable director’s ability to exercise independent judgment.

Our board has overall responsibility for risk oversight. The full board of directors has retained responsibility for general oversight of risks. 

Stockholder Communications

Shareholders requesting communication with directors can do so by writing to Las Vegas Railway Express, Inc., c/o Corporate Secretary, 6650 Via Austi Parkway, Suite 170, Las Vegas, NV 89119, or emailing wanda@vegasxtrain.com.  At this time we do not screen communications received and would forward any requests directly to the named director. If no director was named in a general inquiry, the Secretary would contact either the Chairman of the board of directors or the Chairman of a particular committee, as appropriate. We do not provide the physical address, email address, or phone numbers of directors to outside parties without a Director’s permission.

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Code of Ethics and Business Conduct
The Company has not yet adopted a Code of Ethics that applies to the Company’s principal executive officer, principal financial officer and principal accounting officer, but expects to in the near future.

COMPENSATION OF DIRECTORS

The following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made in the year ended March 31, 2012.

Name 
Fees earned or
 paid in cash($)
  Option awards($) (1) Total($)
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

We currently compensate our directors for being a Board member the equivalent of an initial 500,000 shares of common stock plus $12,000 annual fee for each member.

INFORMATION ABOUTACTIONS TO BE TAKEN AT THE EXECUTIVE OFFICERSMEETING
Directors and Executive Officers

The following table sets forth information regarding our executive officers and directors:

NameAgeOffice
Michael A. Barron61Chief Executive Officer, President and Director
Wanda Witoslawski47Chief Financial Officer, Secretary and Treasurer

Directors hold office for a period of one year from their election at the annual meeting of stockholders and until their successors is duly elected and qualified. Officers are elected by, and serve at the discretion of, the Board of Directors. None of the above individuals has any family relationship with any other.

Set forth below is a brief description of the background and business experience of each of our executive officers and directors.

Michael A. Barron – President and Chief Executive Officer, 61

Mr. Barron has been a developer of new business enterprises for nearly 30 years. Mr. Barron began his career in 1971 where he was the Senior Planner for the City of Monterey and was the HUD liaison for the City’s downtown redevelopment project. He master planned the city’s redevelopment of famous Cannery Row, Fisherman’s Wharf, and was Secretary of the Architectural Review Committee. Mr. Barron was the founder of Citidata, the first electronic provider of computerized real estate multiple listing service (MLS) information in the nation from 1975 to 1979. Citidata became the nation’s largest provider of electronic real estate information and was sold to Moore Industries in 1979. In June 1979, TRW hired Mr. Barron to develop its real estate information services division (TRW/REIS) that acquired 11 companies in the field and eventually became the world’s largest repository of real estate property information - Experian. In November 1988, he founded and served as President, until 1992, of Finet Holdings Corporation (NASDAQ:FNCM), a publicly traded mortgage broker and banking business specializing in e-mortgage financing on site in real estate offices and remote loan origination via the Internet (www.finet.com).. From March 1995-1998, Mr. Barron pioneered the first nationwide commercially deployed video conference mortgage financing platform for Intel Corporation which as a licensed mortgage banker and broker in 20 states funded over $1 billion in closed loans. He later went on to serve as CEO for Shearson Home Loans, a $1 billion per year funding publicly traded mortgage bank with a peak of  over 250 branch locations licensed in 23 states. He founded Liberty Capital, a mortgage loan asset management company based in Las Vegas, Nevada with a loan portfolio in excess of 4,000 loans. Mr. Barron holds an Associate in Science degree from Monterey Peninsula College and a B.A. degree from California Polytechnic State University. Michael A. Barron has served as Director on Las Vegas Railway Express’ Board of Directors since inception.  Mr. Barron’s experience as our President and Chief Executive Officer quality him to serve on our board of directors.

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Wanda Witoslawski - Chief Financial Officer, 47

Prior to joining the Company, Ms. Witoslawski was Controller for Ocean West Enterprises 1999-2005 and managed the mortgage banking function of that California mortgage bank.  Her duties included accounting responsibility for over 200 branch offices, management of a $100 million mortgage bank warehouse line, payroll, general ledger and corporate accounting for SEC filings of the publicly traded company.  Upon acquisition of Ocean West by Shearson Home Loans in 2005, she became Controller of publicly traded Shearson conducting the accounting operation for a staff of 1,350 employees including payroll, branch accounting and credit line management for over $200 million in warehouse banking credit.  She assisted the CEO and President in the acquisition of five mortgage companies and development of a 250 office branch system with funding in excess of $1 billion per year, controlled the expense accounting & managed Shearson’s eighteen consecutive quarters of profitability.  Upon Shearson’s exit from mortgage banking in 2007, she joined the principals Mr. Barron and Mr. Cosio-Barron as Controller at Liberty Capital Asset Management, an investor in acquiring defaulted mortgage pools, managing public accounting documents for SEC filings and the financial supervision over the liquidation of over 4,000 mortgage loans the company had acquired.  She has a Master’s Degree in Economics from the University of Gdansk, Poland, a diploma in Marketing from Kensington College of Business, London, England and a diploma in professional accounting from Learning Tree University, Irvine, CA. Ms. Witoslawski is fluent in English, Polish and Russian. PROPOSAL NO. 1

Involvement in Certain Legal Proceedings

Except as set forth below, to our knowledge, during the last ten years, none of our directors and executive officers have:

·Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

·Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

·Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

·Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

·Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.  

Shearson Financial Network, a mortgage company, filed for Chapter 11 bankruptcy protection in 2008. Michael A. Barron was CEO of the company at the time.

Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law permits a corporation to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a pending or completed action, suit or proceeding if the officer or director acted in good faith and in a manner the officer or director reasonably believed to be in the best interests of the corporation.

Our certificate of incorporation provides that, except in certain specified instances, our directors shall not be personally liable to us or our stockholders for monetary damages for breach of their fiduciary duty as directors, except for the following:

●any breach of their duty of loyalty to our company or our stockholders;
●acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
●unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and
●any transaction from which the director derived an improper personal benefit.
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In addition, our certificate of incorporation and bylaws obligate us to indemnify our directors and officers against expenses and other amounts reasonably incurred in connection with any proceeding arising from the fact that such person is or was an agent of ours. Our bylaws also authorize us to purchase and maintain insurance on behalf of any of our directors or officers against any liability asserted against that person in that capacity, whether or not we would have the power to indemnify that person under the provisions of the Delaware General Corporation Law. We expect to continue to enter into agreements to indemnify our directors and officers as determined by our Board of Directors. These agreements provide for indemnification of related expenses including attorneys' fees, judgments, fines, and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract any retain qualified persons as directors and officers. 
The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a stockholder's investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees regarding, which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

Insofar as the provisions of our certificate of incorporation or bylaws provide for indemnification of directors or officers for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, we have been informed that in the opinion of the Commission this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Family Relationships

There are no family relationships between any of our directors or executive officers and any other directors or executive officers.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis

In 2012, we achieved a number of milestones while navigating through a challenging environment and increased competition.  Our 2012 results were mixed.  We have already made some changes to our compensation policies, including entering into new employment agreements with each of our executive officers.  The board is reviewing the Company’s incentive plans and employment arrangements to ensure that pay is aligned with performance, and is reaching out to our largest shareholders for input on compensation philosophy.

Executive Compensation Objectives

The objectives of our compensation program are as follows:

·  Attract, hire and retain well-qualified executives.
·  Reward performance that drives substantial increases in shareholder value, as evidenced through both future operating profits and increased market price of our common shares.
Compensation Setting Process

Role of the Board of Directors. One task of the board of directors is to oversee the Company’s executive compensation strategy, oversee the administration of its executive compensation and its equity based compensation plans, review and approve the compensation of the Company’s CEO, and oversee the Company’s compensation plan for the board of directors.  The Board is comprised of members with executive level experience in other companies who bring a perspective of reasonableness to compensation matters with our Company. In addition, the board compares executive compensation practices of similar companies at similar stages of development.
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Role of Management. In setting compensation for 2012, our CEO worked closely with the board.  Our CEO made recommendations to the board regarding compensation of our executive officers other than him.  No executive officer participated directly in the final deliberations regarding his or her own compensation package.

Elements of Executive Compensation

The compensation level of our executives generally reflects their level of experience and is designed to provide an incentive to positively affect our future operating performance and shareholder value.

Salary. Base salary is the primary fixed element in the Company’s compensation program and is intended to provide an element of certainty and security to the Company’s executive officers on an ongoing basis.  Our executive officers have three-year employment agreements with the Company and their initial salaries are set by contracts entered into in February of 2012. Salaries are based on the executive’s level of experience, specialty and responsibility. Executive salaries are reviewed on an annual basis by the Board. Any increases in salary are based on an evaluation of the individual’s performance, level of responsibility and, when such information is available, the level of pay compared to the salaries paid to persons in similar positions in the Company’s peer group or as shown in survey data.

In 2012, the base salaries of our executive officers were moderately increased over the prior year.   The increases were primarily merit based and intended to reward our executive officers for their overall performance on behalf of the Company in 2010.

Equity. Part of the compensation paid to our executives is in the form of equity, which to date has been exclusively through stock option grants. The stock option exercise price is generally the fair market value of the stock on the date of grant. Therefore, a gain is only recognized if the value of the stock increases, which promotes a long term alignment between the interests of the Company’s executives and its shareholders.  The board is currently considering whether to start granting restricted stock as another form of equity compensation and is assessing the economic and practical implications to both the Company and its employees, including executives. The board approves all option grants, generally in connection with performance assessments with input and recommendations from the Chief Executive Officer.  New executives typically receive a substantial option grant when hired in order to immediately align their interests with the new company and then are eligible for an option grant on the same basis as all other employees going forward.

Bonus. The executive officers’ cash incentive awards are tied to achieving performance metrics established by the Board and their respective employment contracts, with input from the Chief Executive Officer.  The program creates incentive for the executive officers to direct their efforts toward achieving specified company goals. To measure our 2012 performance, the board established goals related to the Company’s financial performance and attainment of strategic milestones.

Compensation Committee Interlocks and Insider Participation

As our board of directors is responsible for executive compensation each member of the board was involved in deliberations with regard to the Company’s executive compensation polices, as well as the specific compensation for each executive officer, except Mr. Barron did not deliberate in his position on the board with regard to his own executive compensation.

Compensation Committee Report of Executive Compensation
The board of directors has reviewed the Compensation Discussion and Analysis and discussed that analysis with management.  Based on its review and discussions with management, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s 10-K for the fiscal year ending March 31, 2012. This report is provided by the following board members, who comprise the entire board of directors:

Michael Barron
Gilbert Lamphere (chairman)
John D. McPherson
John H. Marino
Thomas Mulligan   

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Summary Compensation Table
The following table sets forth information regarding compensation paid to our principal executive officer, principal financial officer, and our other three highest paid executive officers.

Name and Principal
Position
Year Salary  Bonus  Other  
Long-term
Compensation
Shares Granted
  
All Other
Compensation
  Total 
                    
Michael A. Barron,2012 $180,000  $-  $-   -  $12,000  $192,000 
CEO, President2011 $180,000   -   -   -   12,000  $192,000 
and Director       -   -             
                          
Wanda Witoslawski2012 $120,000   -   -   -  $6,000  $126,000 
(appointed CFO on May 19, 2011)2011  67,000   -   -   3,000,000   -   67,000 
    -   -   -   -         

Outstanding Equity Awards at 2012 Fiscal Year-End
The following table sets forth outstanding equity awards to our named executive officers as of March 31, 2012:
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   -   -   -   - 

Stock Option Plan

Our Board of Directors has adopted a stock option plan and reserved an aggregate of 20,000,000 shares of common stock for grants of restricted stock and stock options under the plan.  The purpose of the plan is to enhance the long-term stockholder value of the Company by offering opportunities to officers, directors, employees and consultants of the Company to participate in our growth and success and to encourage them to remain in the service of the Company and acquire and maintain stock ownership in the Company.

As of March 31, 2011, there were cancelled 2,000,000 outstanding options to purchase shares of common stock held by Michael Barron and Joseph Cosio-Barron, described below.

The plan is currently administered by our Board of Directors, which has the authority to select individuals who are to receive grants under the plan and to specify the terms and conditions of each restricted stock grant and each option to be granted, the vesting provisions, the option term and the exercise price.  Unless otherwise provided by the Board of Directors, an option granted under the plan expires 10 years from the date of grant (5 years in the case of an incentive option granted to a holder of 10% or more of the shares of the Company’s outstanding common stock) or, if earlier, three months after the optionee’s termination of employment or service.  Options granted under the plan are not generally transferable by the optionee except by will or the laws of descent and distribution and generally are exercisable during the lifetime of the optionee only by such optionee.  The plan is subject to the approval of the stockholders within 12 months after the date of its adoption.

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The plan will remain in effect for 10 years after the date of its adoption by our Board of Directors.  The plan may be amended by the Board of Directors without the consent of the “Company’s stockholders, except that any amendment, although effective when made, will be subject to stockholder approval if required by any Federal or state law or regulation or by the rules of any stock exchange or any automated quotation system on which the Company’s common stock may then be listed or quoted.  The number of shares received under the plan and the number of shares subject to outstanding options are subject to adjustment in the event of stock splits, stock dividends and other extraordinary corporate events.
Employment Agreements
Our employment agreement with Michael Barron requires him to perform the duties of Chief Executive Officer at an annual salary of $180,000.00.  Base salary will be increased to $300,000.00 based upon receipt of significant corporate or public funding.  In addition, Mr. Barron is entitled to receive an incentive or performance bonus as follows:  1) Upon the company’s execution of a definitive agreement with AMTRAK, Executive shall be granted 1,000,000 shares, 2) Upon the company’s execution of a definitive agreement with BNSF, Executive shall be granted 500,000 shares, 3) Upon the company’s execution of a definitive agreement with Union Pacific, Executive shall be granted 500,000 shares, 4) Upon the company’s execution of a definitive agreement with a rail car provider, Executive shall be granted 500,000 shares, 5) Upon the company’s completion of its operation of its first train between Los Angeles and Las Vegas, Executive shall be granted 1,500,000 shares.  He is also entitled to a car allowance of $1,000 per month.  His employment agreement provides that if we terminate him without cause, he is entitled to receive a lump sum payment equal to twice his annual salary plus the present value of a performance bonus computed on the basis that we achieve all of LVRE’s performance targets.  Mr. Barron’s employment agreement commenced as of February 1, 2012.

Our employment agreement with Wanda Witoslawski requires her to perform the duties of Chief Financial Officer and Treasurer of the Company for the duration of the employment agreement.  During the term of this Agreement, the Company agrees to pay Executive a base salary at the rate of $120,000.00 per year.  Base salary will be increased to $200,000.00 per year based only upon receipt of significant corporate or public funding.  Additionally, a total of 1 million shares per year will be vested quarterly, in arrears, for a total period of 3 years for a total of 3 million shares.  In addition, Mrs. Witoslawski is entitled to receive an incentive or performance bonus as follows:  1) Upon the company‘s execution of a definitive agreement with AMTRAK, Executive shall be granted 500,000 shares, 2) Upon the company’s execution of a definitive agreement with BNSF, Executive shall be granted 250,000 shares, 3) Upon the company’s execution of a definitive agreement with Union Pacific, Executive shall be granted 250,000 shares, 4) Upon the company’s execution of a definitive agreement with a rail car provider, Executive shall be granted 250,000 shares, 5) Upon the company’s completion of its operation of its first train between Los Angeles and Las Vegas, Executive shall be granted 750,000 shares.  She is also entitled to a car allowance of $500 per month.  Her employment agreement provides that if we terminate her without cause, she is entitled to receive a lump sum payment equal to twice her annual salary plus the present value of a performance bonus computed on the basis that we achieve all of our performance targets.  Mrs. Witoslawski’s employment agreement commenced as of February 1, 2012.
Transactions with Related Persons

Four of our directors are independent directors, using the NASDAQ definition of independence.
Certain officers and directors have a beneficial ownership and are officers and directors of companies which are or have been parties to financial transactions. We may be subject to various conflicts of interest in our relationship with Mr. Barron and Mr. Cosio-Barron and their other business enterprises. The following is a description of transactions and relationships between us, our executive officers and our directors and each of their affiliates.
Michael A. Barron, our CEO and President, is a 100% owner and President of Allegheny Nevada Holdings Corporation, “Allegheny”.  The Company is indebted to Allegheny by a certain promissory note, dated January 6, 2009, of which Allegheny loaned the Company funds for working capital needs.  Said Agreement was amended on October 1, 2009 and a portion was converted to 1,564,719 shares of the Company’s common stock at $0.05 per share.  As of March 31, 2012 and 2011, the balance of the note was $89,186 and $107,562.62, respectively.
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On November 23, 2009, the Company entered into an Asset Purchase Agreement with Las Vegas Railway Express, a Nevada Corporation, of which Allegheny is owner of 28.6% and Mr. Barron is a 28.6% owner, independent of Allegheny.  On January 21, 2010, by shareholder approval the Company acquired Las Vegas Railway Express for 20,000,000 shares of the Company’s stock, of which 4,000,000 has been issued on April 23, 2010.  The remaining shares, 16,000,000 are to be issued upon the completion of certain milestone operating agreements, by and between the Company.  These agreements are deemed necessary for the continued operation of the Company’s proposed railway service.  As of March 31, 2012, Allegheny Nevada Holdings has a 4.07% beneficial ownership in the Company.
As of March 31, 2012 and 2011, Mr. Barron had accrued wages of $71,563 and $65,734, respectively.
Joseph Cosio-Barron, former President, Secretary and Director of the Company is a 100% owner of CBS Consultants “CBS”, a Nevada Corporation.  CBS had a 22.9% ownership of Las Vegas Railway Express at the time of acquisition on October 1, 2009, the Company entered into a promissory note with Mr. Cosio-Barron for $86,709.  The Company converted 867,085 shares of the Company’s stock at $0.05 per share, resulting in a balance at March 31, 2012 and 2011 of $46,102 and $57,198, respectively.   As of March 31, 2012 and 2011, Mr. Cosio-Barron had accrued wages of $57,800 and $51,971, respectively.

Procedures for Approval of Related Party TransactionsREVERSE STOCK SPLIT OF THE COMMON STOCK OF THE COMPANY

Our board of directors is charged with reviewing and approving all potential related party transactions.  All such related party transactions must then be reportedhas adopted resolutions (1) declaring that submitting an amendment to the extent required under applicable SEC rules. We have not adopted other procedures for review, or standards for approval,Company’s Certificate of such transactions, but instead review them onIncorporation to effect a case-by-case basis.

Section 16(a) Beneficial Ownership Reporting Compliance

Our officers, directors and shareholders owning greater than ten percent (10%)reverse stock split of our shares are requiredissued and outstanding common stock, as described below, was advisable and (2) directing that a proposal to file beneficial ownership reports pursuantapprove the Reverse Stock Split be submitted to Section 16(a)the holders of the Securities and Exchange Act (the “Exchange Act”). To the Company’s knowledge, all such reporting obligations were complied with during the year ended March 31, 2012, except that, Form 3’sour common stock for Mr. John McPherson, Mr. Joseph Cosio-Barron, and Mr. Michael A. Barron were filed late.
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ACTIONS TO BE TAKEN AT THE MEETING

PROPOSAL NO. 1

PROPOSAL FOR ELECTION OF FIVE DIRECTORStheir approval.

At this year’s Annualthe Special Meeting, the board of directors proposes that the nominees listed below be electedshareholders approve an amendment to hold office until the next annual meetingCertificate of stockholders and until their successors are duly elected and qualified.  All of the nominees are currently serving as directors.  All nominees have consented to being named in this Proxy Statement and to serve if elected.

Assuming a quorum is present, the five nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directorsIncorporation of the Company to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. Unless marked otherwise, proxies received will be voted "FOR" the electioneffect a reverse stock split of the nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in suchCompany’s common stock, at a manner as will ensure the electionratio of twenty-for-one, without further approval or authorization of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders.

Information With Respect to Director Nominees
Listed below are the nominees for election to our board with information showing the principal occupation or employment of the nominees for director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such nominees’ business experience during the past five years. Such information has been furnished to the Company by the director nominees.
Name
AgeOffice
Gilbert H. Lamphere60Chairman of the board of directors
Michael A. Barron61Chief Executive Officer, President and Director
John D. McPherson65Director
John H. Marino73Director
Thomas Mulligan61Director
Gilbert H. Lamphere – Chairman, 60
Mr. Lamphere has served as our Chairman since October 1, 2011. Mr. Lamphere serves onCompany’s shareholders, provided that the Board of Directors determines to effect the reverse stock split and such amendment is filed with the Secretary of CSX CorporationState of Delaware no later than six months from the date of the Special Meeting (the “Reverse Split”).

Background and has served onReasons for the Reverse Stock Split; Potential Consequences of the Reverse Stock Split
If the Reverse Split is approved by shareholders and implemented, the number of issued and outstanding shares of common stock will decrease while the number of authorized shares of the Company’s common stock will not change. As a result, the number of shares of common stock remaining available for issuance will increase. Our board of Canadian National Railway, Chaireddirectors is submitting the Reverse Stock Split to our stockholders for approval with the primary intent of providing the Company with enough unissued shares so (i) the Company has the ability, if necessary, to issue shares of the Company’s common stock to holders of convertible securities of the Company, should such holders convert and/or exercise their convertible securities, and (ii) the Company would have the flexibility to issue additional shares of the Company’s common stock should it be required to do so pursuant to any future equity based financing and/or fundraising agreements.  Please note, there can be no assurance of the occurrence of either (i) the conversion of any convertible securities of the Company held by holders of such securities, or (ii) any future financing and/or fundraising.

The Company does not currently have any proposal or arrangement to issue any of its authorized but unissued shares of common stock, except that, the Company intends to seek equity financing of up to approximately $150,000,000 following the Reverse Split, for capital expenditures necessary to implement the Company’s business plan and for working capital. The Company has no formal or informal agreement or understanding with respect to any financing, and there is no assurance any such financing will be available on terms acceptable to the Company, or at all.
         Possible Anti-Takeover Effects of Reverse Split
        By increasing the number of authorized but unissued shares of common stock, the Reverse Split could, under certain circumstances, have an anti-takeover effect, although this is not the intent of the Board of the Illinois Central Railroad and served on the board of Florida East Coast Railway (350 miles down East Coast of Florida).  He was also instrumental in the investment and oversight of Mid-South Rail.  Mid-South, Illinois Central and Canadian National became successively the most efficient railroads with the lowest operating ratios in North America. He is the Managing Director of Lamphere Capital Management, a private investment firm which he founded in 1999 and Chairman of FlatWorld Acquisition Corp., a publicly traded private equity company. He has served as a director of numerous other public companies, including Carlyle Industries, Inc., Cleveland-Cliffs, Inc., R.P. Scherer Corporation, Global Natural Resources Corporation and Recognition International, Inc. Earlier in his career, Mr. Lamphere was Vice President of Mergers and Acquisitions at Morgan Stanley. Mr. Lamphere’s railroad industry knowledge and experience qualify him to serve on our board of directors.
Michael A. Barron – Chairman, President and Chief Executive Officer, 61

Mr. Barron has been a developer of new business enterprisesDirectors. For example, it may be possible for nearly 30 years. Mr. Barron began his career in 1971 where he was the Senior Planner for the City of Monterey and was the HUD liaison for the City’s downtown redevelopment project. He master planned the city’s redevelopment of famous Cannery Row, Fisherman’s Wharf, and was Secretary of the Architectural Review Committee. Mr. Barron was the founder of Citidata, the first electronic provider of computerized real estate multiple listing service (MLS) information in the nation from 1975 to 1979. Citidata became the nation’s largest provider of electronic real estate information and was sold to Moore Industries in 1979. In June 1979, TRW hired Mr. Barron to develop its real estate information services division (TRW/REIS) that acquired 11 companies in the field and eventually became the world’s largest repository of real estate property information - Experian. In November 1988, he founded and served as President, until 1992, of Finet Holdings Corporation (NASDAQ:FNCM), a publicly traded mortgage broker and banking business specializing in e-mortgage financing on site in real estate offices and remote loan origination via the Internet (www.finet.com).. From March 1995-1998, Mr. Barron pioneered the first nationwide commercially deployed video conference mortgage financing platform for Intel Corporation which as a licensed mortgage banker and broker in 20 states funded over $1 billion in closed loans. He later went on to serve as CEO for Shearson Home Loans, a $1 billion per year funding publicly traded mortgage bank with a peak of  over 250 branch locations licensed in 23 states. He founded Liberty Capital, a mortgage loan asset management company based in Las Vegas, Nevada with a loan portfolio in excess of 4,000 loans. Mr. Barron holds an Associate in Science degree from Monterey Peninsula College and a B.A. degree from California Polytechnic State University. Michael A. Barron has served as Director on Las Vegas Railway Express’ Board of Directors since inception.  Mr. Barron’s experienceto delay or impede a takeover or transfer of control of the Company by causing such additional authorized but unissued shares to be issued to holders who might side with the Board of Directors in opposing a takeover bid that the Board of Directors determines is not in the best interests of the Company or its stockholders. The Reverse Split therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts the Reverse Split may limit the opportunity for the Company’s stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The Reverse Split may have the effect of permitting the Company’s current management, including the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of the Company’s business. However, the Board of Directors is not aware of any attempt to take control of the Company and the Board of Directors has not approved the Reverse Split with the intent that it be utilized as our President and Chief Executive Officer quality him to serve on our boarda type of directors.anti-takeover device.

 
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John D. McPherson – Director, 65

Mr. McPherson has servedInformation With Respect to the Reverse Split
          Shareholders should recognize that if the Reverse Split should take effect, they will own a fewer number of shares than they currently own (a number equal to the number of shares owned immediately prior to the Reverse Split divided by twenty). While we expect that the Reverse Split will result in an increase in the per share price of our common stock, the Reverse Split may not increase the per share price of our common stock in proportion to the reduction in the number of shares of our common stock outstanding. It also may not result in a permanent increase in the per share price, which depends on many factors, including our performance, prospects and other factors that may be unrelated to the number of shares outstanding. The history of similar reverse splits for companies in similar circumstances is varied. Furthermore, the liquidity of our common stock could be adversely affected by the reduced number of shares that would be outstanding after the Reverse Split. Consequently, there can be no assurance that the Reverse Split will result in an increase in our share price.
          In addition, the Reverse Split will likely increase the number of shareholders who own “odd lots” (stockholdings in amounts of less than 100 shares). Shareholders who hold odd lots typically will experience an increase in the cost of selling their shares, as well as possible greater difficulty in effecting such sales.
          The Reverse Split will be realized simultaneously and in the same ratio for all shares of the common stock. All holders of common stock will be affected uniformly by the Reverse Split, which will have no effect on the proportionate holdings of any of our shareholders, except for possible changes due to the treatment of fractional shares resulting from the Reverse Split. In lieu of issuing fractional shares, the Company will round up in the event a directorshareholder would be entitled to receive less than one share of common stock. In addition, the split will not affect any holder of common stock’s proportionate voting power (subject to the treatment of fractional shares), and all shares of common stock will remain fully paid and non-assessable.
          The authorized capital stock of the Company since January 15, 2012. Mr. McPherson joinedconsists of 200,000,000 shares of common stock, having a par value of $.0001 per share.  There will be no change in the number of authorized capital stock or the par value of the common stock as a result of the Reverse Split. Our issued and outstanding securities as of April 26, 2013 are as follows:
·159,111,882 shares of common stock.
·$2,425,000 in principal amount of convertible notes and debentures convertible into 48,500,000 shares of common stock.
·Warrants to purchase  81,856,842 shares of common stock at a weighted average exercise price of $0.11.
·Options to purchase 2,000,000 shares of common stock at a weighted average exercise price of $0.50.
          Based on the number of shares currently issued and outstanding, immediately following the Reverse Split the Company would have approximately 7,955,594 shares of common stock issued and outstanding (without giving effect to rounding for fractional shares) based upon a ratio for the Reverse Split of 20-for-1.
          The Board of Directors will determine the actual time of filing of the Certificate of Amendment. The Reverse Split will be effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware.
          The Board reserves the right, notwithstanding shareholder approval and without further action by shareholders, to elect not to proceed with the Reverse Split if the Board determines that the Reverse Split is no longer in the best interests of the Company and its shareholders.
          If the Reverse Split proposal is approved by the Company’s stockholders, and if the Board of Directors of CSX Corporation in July 2008. He served as President and COO of Florida East Coast Railway, a wholly-owned subsidiary of Florida East Coast Industries, Inc., from 1999 until his retirement in 2007. From 1993-1998, Mr. McPherson served as Senior Vice President - Operations, and from 1998-1999, he served as President and CEO ofits discretion still believes at that time the Illinois Central Railroad. Illinois Central became the most efficient railroad with the lowest operating ratio in North America. Prior to joining the Illinois Central Railroad, Mr. McPherson served in various capacities at Santa Fe Railroad for 25 years. As a result of his extensive careerReverse Split is in the rail industry, Mr. McPherson serves as an expert in railroad operations. From 1997-2007, Mr. McPherson served as a member of the board of directors of TTX Company, a railcar provider and freight car management services joint venture of North American railroads. Mr. McPherson’s railroad industry knowledge and experience qualifies him to serve on the Company’s board of directors.

John H. Marino, Director, 73

Mr. Marino has served as a directorbest interests of the Company since January 15, 2012. Mr. Marino has recently joined the company as Vice President – Rail Operations where he supervises the Company’s activities with the Class 1 railroads, Amtrak, railcar procurement, and railset maintenance. Mr. Marino also serves as President of Transportation Management Services, Inc., a position he has held since 1983. From April 1992 until July 1996, he served as President and Chief Operating Officer of Rail America NYSE:RA, a publicly traded company and the largest short line railroad company in America. Mr. Marino co-founded Huron & Eastern Railway Company, Inc., a subsidiary of Rail America, and from 1986 until April 1996, served as its President and one of its directors. Mr. Marino also served as the President of Huron Transportation Group from its formation in January 1987 until its merger with Rail America Services Corporation in December 1993. He has served as President and Chief Executive Officer of several short line railroads, as an officer of the Reading Railroad and with the United States Railway Association, Washington, D.C. Mr. Marino received his B.S. degree in civil engineering from Princeton University in 1961 and his M.S. degree in transportation engineering from Purdue University in 1963. From 1963 to 1968, he served as an officer with the United States Army Corps of Engineers. Mr. Marino’s railroad industry knowledge and experience qualify him to serve on the Company’s board of directors.
Thomas Mulligan –Director, 61
Mr. Mulligan was an Operations Executive at Union Pacific with more than 38 years of experience where he was the Director of Passenger Rail Operations.  He has experience in management, transportation, dispatching, budgeting and operations administration at the division, district and corporate level.  Many of his responsibilities included rules compliance, contract negotiations, budget control, expense control, strategic planning and has been the corporate liaison for freight and passenger rail operations.  Tom has an excellent record for identifying opportunities for improving operations, cost control and raising customer satisfaction.  Mr. Mulligan was a member on the Railroad Safety Advisory Committee for the Federal Railroad Administration and was formally assigned by Governor Mike Johanns to serve on the Nebraska Transit and Rail Advisory Council from 2004 to 2006.  This committee completed the current rail Corridor Transit Study that is used by the Nebraska State Legislature for commuter rail solutions in Eastern Nebraska.*   He is a current member onstockholders after the Board of Directors votes in favor of effecting the Reverse Split, the Reverse Split will be implemented by filing a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the Omaha YMCA – Bulter Gast branchState of Delaware, substantially in the form of Appendix A hereto, and served from 1994 to 1999 asthe Reverse Split will become effective on the date of the filing (the “Effective Date”). We will obtain a Trustee on Special Improvement District Board #236 (Candlewood).  He currently serves as a Council membernew CUSIP number for the Citynew common stock effective at the time of Omaha and was electedthe Reverse Split. Stockholders who held shares of the Company’s common stock as Directorof the close of business on the Effective Date (“Record Holders”) will be notified as soon as practicable after the Effective Date that the Reverse Split has been effected. The Company’s transfer agent will act as its exchange agent (the “Exchange Agent”) to act for the BoardRecord Holders in implementing the exchange of Directorstheir certificates. As soon as practicable after the Effective Date, Record Holders will be notified and requested to surrender their certificates representing shares of LVRE, Inc. on May 8, 2012. Mr. Mulligan’s railroad industry knowledgepre-split common stock (“Old common stock”) to the Exchange Agent in exchange for certificates representing post-split common stock (“New common stock”). Any fractional shares resulting from the Reverse Split will be rounded up to the nearest whole number. At the Effective Date, each lot of 20 shares of Old common stock issued and experience qualify himoutstanding immediately prior to servethe effective time will, automatically and without any further action on the Company’s boardpart of directors.our shareholders, be combined into and become one share of New common stock, subject to the treatment for fractional shares described above, and each certificate which, immediately prior to the effective time represented Old common stock, will be deemed cancelled and, for all corporate purposes, will be deemed to evidence ownership of New common stock.

Required Vote

The election          As soon as practicable after the Effective Date, a letter of transmittal will be sent to shareholders of record as of the directorsEffective Date for purposes of surrendering to the transfer agent certificates representing Old common stock in exchange for certificates representing New common stock shares in accordance with the procedures set forth in the letter of transmittal. No new certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s), together with the properly completed and executed letter of transmittal, to the Exchange Agent. From and after the Effective Date, any certificates representing Old common stock which are submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will be exchanged for certificates representing New common stock. SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
          The number of shares which will result in fractional interests cannot be precisely predicted as the Company requirescannot determine in advance the affirmative votenumber of stockholders whose total holdings are not evenly divisible by the exchange ratio. It is not anticipated that a pluralitysubstantial number of the votes cast by stockholders, who are entitled to vote, present in person or represented by Proxy at the Annual Meeting, whichshares will be the nominees receiving the largest number of votes, which may or may not constitute less than a majority.required to be issued.
 
 
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        Principal Effects of the Reverse Split
          General
          The Reverse Split will affect all holders of our common stock uniformly and will not change the proportionate equity interests of such shareholders, nor will the respective voting rights and other rights of holders of our common stock be altered, except for possible changes due to the treatment of fractional shares resulting from the Reverse Split,
          Accounting Matters
          The Reverse Split will not affect total shareholders’ equity on our balance sheet. As a result of the Reverse Split, the stated capital component attributable to our common stock will be reduced to an amount equal to one-twentieth of its present amount, and the additional paid-in capital component will be increased by the amount by which the shareholder’s equity is reduced. The per share net loss and net book value per share of our common stock will be increased as a result of the Reverse Split because there will be fewer shares of our common stock outstanding.
          No Appraisal Rights
          Under the General Corporation Law of the State of Delaware, shareholders will not be entitled to exercise appraisal rights in connection with the Reverse Split, and the Company will not independently provide shareholders with any such right.
          Certain U.S. Federal Income Tax Consequences
          The discussion below is only a summary of certain U.S. federal income tax consequences of the Reverse Split generally applicable to beneficial holders of shares of our common stock and does not purport to be a complete discussion of all possible tax consequences. This summary addresses only those shareholders who hold their Old common stock shares as “capital assets” as defined in the Internal Revenue Code of 1986, as amended (the “Code”). This discussion does not address all U.S. federal income tax considerations that may be relevant to particular shareholders in light of their individual circumstances or to shareholders that are subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, and foreign shareholders. The following summary is based upon the provisions of the Code, applicable Treasury Regulations thereunder, judicial decisions and current administrative rulings, as of the date hereof, all of which are subject to change, possibly on a retroactive basis. Tax consequences under state, local, foreign, and other laws are not addressed herein. Each shareholder should consult his, her or its own tax advisor as to the particular facts and circumstances that may be unique to such shareholder and also as to any estate, gift, state, local or foreign tax considerations arising out of the Reverse Split.
ŸThe Reverse Split will qualify as a recapitalization for U.S. federal income tax purposes. As a result:
ŸShareholders should not recognize any gain or loss as a result of the Reverse Split.
ŸThe aggregate basis of a shareholder’s pre-Reverse Split shares will become the aggregate basis of the shares held by such shareholder immediately after the Reverse Split.
ŸThe holding period of the shares owned immediately after the Reverse Split will include the shareholder’s holding period before the Reverse Split.
          The above discussion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. Federal tax penalties. It was written solely in connection with the proposed reverse split of our common stock.


RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 1:

THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL THE NOMINEES DESCRIBED ABOVE.REVERSE SPLIT.
 
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ACTIONS TO BE TAKEN AT THE MEETING (Continued)

PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

Hamilton, PC (“Hamilton”), our independent auditors, audited our financial statements for the 2012 and 2011 fiscal years. The board selected Hamilton as the independent auditors of the Company for the fiscal year ending March 31, 2012. Representatives of Hamilton are not expected to attend the 2012 Annual Meeting of stockholders. Hamilton was engaged by us on August 10, 2009.

Audit Fees
The aggregate fees billed by the Company's auditors for the professional services rendered in connection with the audit of the Company's annual financial statements, and reviews of the financial statements included in the Company's Forms 10-Qs for fiscal 2012 and 2011 were approximately $40,000 and $81,000, respectively.
Tax Fees

There were no fees for the fiscal years ended March 31, 2012 and 2011 for professional services rendered for tax compliance, tax advice and tax planning.
All Other Fees

None.
Pre-Approval Policies and Procedures

The board pre-approves all audit and non-audit services performed by the Company’s auditor and the fees to be paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s independence.

  Required Vote

The ratification of the appointment of the Company's independent auditors requires the receipt of the affirmative vote of a majority of the shares of the Company's common stock present in person or by proxy and voting at the Annual Meeting.

RECOMMENDATION OF THE BOARD FOR PROPOSAL NO. 2:

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF APPOINTMENT OF HAMILTON, PC AS OUR INDEPENDENT AUDITORS FOR THE YEAR ENDED MARCH 31, 2012.
 
 
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OTHER MATTERS
 
The board of directors knows of no other business which will be presented at the AnnualSpecial Meeting. If any other matters properly come before the meeting, the persons named in the enclosed Proxy, or their substitutes, will vote the shares represented thereby in accordance with their judgment on such matters.
 
ADDITIONAL INFORMATION
  
Annual Reports on Form 10-K
Additional copies of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012 may be obtained without charge by writing to the Corporate Secretary, Las Vegas Railway Express, Inc., 6650 Via Austi Parkway, Suite 170, Las Vegas, NB 89119.  
Stockholders Proposals For The 2013 Annual Meeting.

Proposals by any stockholder intended to be presented at the next Annual Meeting of Stockholders must be received by the Company for inclusion in material relating to such meeting not later than February 22, 2013.
Any stockholder who wishes to present proposals for inclusion in the Company’s proxy materials for the 2013 Annual Meeting of Stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the stockholder proposals must be received by our Corporate Secretary at our principal executive office on or before February 22, 2013. Such proposal must also meet the other requirements of the rules of the SEC relating to shareholders’ proposals.
Proxy Solicitation Costs
 
The proxies being solicited hereby are being solicited by the Company. The Company will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of the Notice, the Proxy Statement, the Proxy card and establishment of the Internet site hosting the proxy material.  Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. Officers and regular employees of the Company may, but without compensation other than their regular compensation, solicit proxies by further mailing or personal conversations, or by telephone, telex, facsimile or electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock.
 
 
 
By Order of the board of directors,
 
   
   
 
 /s/ Gilbert H. Lamphere
John D. McPherson		 
 Gilbert H. LamphereJohn D. McPherson 
 Chairman of the board of directors 
 

 
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Las Vegas Railway Express, Inc.

 
PROXY FOR ANNUAL MEETING TO BE HELD ON SEPTEMBER 28, 2012
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder hereby appoints Michael A. Barron as attorney and proxy for the undersigned, with the power to appoint his substitute, to represent and to vote all the shares of common stock of Las Vegas Railway Express. Inc. (the “Company”), which the undersigned would be entitled to vote, at the Company’s Annual Meeting of Stockholders to be held at the Company’s offices at 6650 Via Austi Parkway, Suite 170, Las Vegas, NV 89119, on Friday, September 28, 2012, at 9:00 am local time, and at any postponements or adjournments thereof, subject to the directions indicated on the reverse side hereof.
In their discretion, the Proxy is authorized to vote upon any other matter that may properly come before the meeting or any adjournments thereof.
This proxy, when properly executed, will be voted in the manner directed on the reverse side by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the election of the named nominees as directors, and FOR Proposal 2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(IMPORTANT--This Proxy must be signed and dated on the reverse side.)
t  PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.  t
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held September 28, 2012. The Proxy Statement and our 2012 Annual Report to Stockholders are available at: http://www.viewproxy.com/vegasxtrain/2012

 
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Appendix A
Certificate of Amendment
of
Certificate of Incorporation
of
Las Vegas Railway Express, Inc.
Under Section 242 of the Delaware General Corporation Law
          Las Vegas Railway Express, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:
1. The Certificate of Incorporation of the Corporation is hereby amended by changing Article 4 so that, as amended, said Article 4 shall be and read as follows:
The Boardtotal number shares of Directors recommendsstock, which this corporation is authorized to issue is 200,000,000 shares of common stock with a vote FOR the electionpar value of $0.0001.
Effective _______, 2013, each twenty (20) shares of the named nominees as directors,Corporation’s common stock, par value $0.0001 per share, shall be converted and FOR Proposal 2.
reclassified into one (1) share of the Corporation’s common stock, par value $0.0001 per share.
Please mark your x votes like this
 1.Any fractional shares resulting from such conversion will be rounded up to the nearest whole number.Election of Directors
2. The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.
IN WITNESS WHEREOF, I have signed this Certificate this ____ day of __________, 2013.
  
NOMINEES:FORWITHHOLDFORAGAINST  ABSTAIN
01) Michael A. Barronoo2.Proposal to ratify Hamilton P.C. as theoo     o     
02) Gilbert H. LamphereooCompany’s independent auditors for the fiscal 
03) John H. Marinoooyear ending March 31, 2012.Chief Executive Officer 
04) John D. McPhersonoo3.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or adjournments thereof.
05) Thomas Mulliganoo
  

I plan on attending the Annual Meeting o
NOTE: Please mark, date and sign this proxy card and return it in the accompanying envelope. Please sign as your name appears hereon. If shares are registered in more than one name, all owners should sign. If signing in a fiduciary or representative capacity, please give full title and attach evidence of authority. Corporations please sign with full corporate name by a duly authorized officer and affix corporate seal.
Date:
Signature
Signature (if held jointly)
Please use the space below to update address information if applicable:



t  PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.  t








 
 
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