Amended Annual Report (10-k/a)

Share Name	Share Symbol	Market	Type
United Rail Inc (CE)	USOTC:URAL	OTCMarkets	Common Stock

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(MARK ONE)

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

For the fiscal year ended March 31, 2014

Commission file number

000-54648

LAS VEGAS RAILWAY EXPRESS, INC.

(Exact name of Registrant as Specified in its Charter)

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

6650 Via Austi Parkway, Suite 140

Las Vegas, NV 89119

(Address of principal executive offices)

702-583-6715

(Issuer’s telephone number)

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

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

COMMON STOCK, $0.0001 PAR VALUE

(Title of Class)

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

Yes [ ] No [ X ]

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

Yes [ ] No [ X ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ ] No [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

Yes [ ] No [X]

Aggregate market value of Common Stock held by non-affiliates based on the closing price of the registrant's Common Stock on the OTCBQ on September 30, 2013 was $7,158,755.

Number of outstanding shares of common stock as of June 25, 2014 was 24,075,113.

Documents Incorporated by Reference: None.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 2 (this “Amendment”) to Las Vegas Railway Express, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2014, filed with the Securities and Exchange Commission on June 30, 2014 (the “Form 10-K”), is to furnish Exhibits 10.16. 10.17, 10.18 and 10.19 to the Form 10-K in accordance with Rule 405 of Regulation S-T.

No other modifications or changes have been made to the Form 10-K. This Amendment speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibits 10.16. 10.17, 10.18 and 10.19 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

(2) Exhibits:

Exhibit No.		Description

3.2		Articles of Incorporation (incorporated herein by reference to Form SB-2, filed on July 31, 2007)

3.3		By-Laws of the Registrant (incorporated herein by reference to Form SB-2, filed on July 31, 2007)

3.4A		Amended By-Laws of the Registrant dated November 3, 2008 (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010)

3.4B		Amended Articles of Incorporation (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010)

3.5		Amended Articles of Incorporation as dated March 19, 2010 (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010)

3.6		Certificate of Merger, as dated March 19, 2010, by and between Liberty Capital Asset Management, Inc. and Las Vegas Railway Express (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010)

3.7		Amended Articles of Incorporation as dated April 19, 2010 (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010)

3.8		Amended By-Laws of the Registrant (incorporated herein as referenced on Form 10-K, as filed on June 30, 2010)

10.1		Advisory Agreement, by and between E/W Capital and Las Vegas Railway Express, Inc., dated July 1, 2010 (incorporated herein as referenced to Exhibit 12 on Form 8-K, as filed July 8, 2010)

10.2		Employment Agreement with Michael A. Barron, dated February 1, 2012 (incorporated herein as referenced on Form 10-K, as filed on July 10, 2012)

10.3		Employment Agreement with Wanda Witoslawski, dated February 1, 2012 (incorporated herein as referenced on Form 10-K, as filed on July 10, 2012)

10.4		Memorandum of Understanding with T-UPR (The Plaza Hotel & Casino), dated May 1, 2012 (incorporated herein as referenced on Form 10-K, as filed on July 10, 2012)

10.5		Union Pacific Railroad Company Public Project Reimbursement Agreement, dated December 1, 2010 (incorporated herein as referenced on Form 10-K/A, as filed on June 28, 2011)

10.6		Memorandum of Understanding with National Railroad Passenger Corporation, dated January 13, 2011 (incorporated herein as referenced on Form 10-K/A, as filed on June 28, 2011)

10.7		Form of Subscription Agreement (filed as exhibit to 8-K filed on March 19, 2013 and incorporated herein by reference).

10.8		Form of Note (filed as exhibit to 8-K filed on March 19, 2013 and incorporated herein by reference).

10.9		Form of Investor Warrant (filed as exhibit to 8-K filed on March 19, 2013 and incorporated herein by reference).

10.10		Employment Agreement with Penny White, dated June 20, 2012 (incorporated herein as referenced on Form 10-K/A, as filed on September 22, 2014)

10.11		Asset Purchase Agreement, dated November 23, 2009, closing on January 21, 2010, between the Company and Las Vegas Railway Express, a Nevada corporation. (incorporated herein as referenced on Form 10-K/A, as filed on September 22, 2014)

10.12		Consulting Agreement between the Company and Transportation Management Services, Inc. dated May 1, 2013. (incorporated herein as referenced on Form 10-K/A, as filed on September 22, 2014)

10.13		Advisory Agreement between the Company and FlatWorld Capital dated November 30, 2012. (incorporated herein as referenced on Form 10-K/A, as filed on September 22, 2014)

10.14		Leasing Agreement with Mid America Leasing Company dated September 5, 2013. (incorporated herein as referenced on Form 10-K/A, as filed on September 22, 2014)

10.15		Agreement with Masterpiece Cuisine dated November 25, 2013. (incorporated herein as referenced on Form 10-K/A, as filed on September 22, 2014)

10.16		Reseller Agreement with Vacation.com, dated June 10, 2014†

10.17		Assignment and Use Agreement with Santa Fe Southern Railway, dated April 23, 2014†

10.18		Service Agreement with Santa Fe Southern Railway, dated May 15, 2014†

10.19		Investor Relations Agreement with Integrative Business Alliance LLC, dated June 30, 2014†

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

† Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on January 22, 2015.

LAS VEGAS RAILWAY EXPRESS, INC.


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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated:

Name	Title	Date


/s/Michael A. Barron	Chief Executive Officer, Chairman (principal executive officer)	January 22, 2015
Michael A. Barron


/s/Wanda Witoslawski	Chief Financial Officer (principal financial and accounting officer)	January 22, 2015
Wanda Witoslawski

Exhibit 10.16

Exhibit 10.17

ASSIGNMENT AND USE AG REEMENT

THIS ASSIGNMENT AND USE AGREEMENT (this "Agreement"), dated as of April 23, 2014, is between Las Vegas Railway Express Inc., a Delaware corporation, ("LVRE"), and Santa Fe Southern Railway, Inc., a New Mexico corporation ( "SFSR").

PREAMBLE

WHEREAS, SFSR retained, under the terms of a Joint Use Agreement (''JUA''), non exclusive rights to provide Excursion Services and Special Event Services between Lamy and Santa Fe, New Mexico over tracks now owned by NMDOT which are located at the SFSR's Lamy Corridor between Santa Fe, New Mexico (SFS mile post 17.39), and Lamy, New Mexico (mile post 0.31) ("Lamy Corridor"); and

WHEREAS, the approval of NMDOT and any other entity involved for the subcontracting of any activities other that Freight Rail Service is not required under the terms of the JUA (Sec. 4.11) and

WHEREAS, LVRE acknowledges that it shall use track only for Excursion Services and Special Event Services; and

WHEREAS, SFSR grants LVRE exclusivity, as a subcontractor, to manage and control all aspects of Excursion Services and Special Event Services; and

WHEREAS, SFSR and LVRE shall enter into a Lease Agreement for certain equipment (the "Lease Agreement"), whereby SFSR shall grant to LVRE the right to lease certain equipment (the "Equipment") and SFSR and LVRE shall also enter into a Services Agreement (the "Services Agreement") to operate the Equipment on existing tracks subject to the terms and conditions mutually agreed upon by SFSR and LVRE. Said agreements shall be executed in conjunction with all other agreements between SFSR and LVRE and in consideration thereof SFSR assigns to LVRE all rights of existing agreements between present parties; and

WHEREAS, while SFSR and LVRE desire that the revenues earned by LVRE shall be for the benefit of LVRE as provided in the Lease Agreement and the Services Agreement , all other provisions of the JUA between NMDOT and SFSR shall continue in full force and effect,

NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained in the JUA and herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

l. LVRE, on the terms and conditions set forth herein, has the right to direct SFSR to operate services over the tracks during the Term (as defined below), subject to the terms of this Agreement ("Agreement"). SFSR shall manage and direct day-to-day operations of the passenger rail service, including, but not limited to, providing, engineering, and other staffing; operating and maintaining the business of passenger rail service; and assuring compliance (with LVRE's supervision) with FRA requirements. SFSR shall do all things necessary in co1mection with the maintenance of the business of the passenger rail service and shall make recommendations to LVRE regarding the hiring and supervision of such employees as are necessary to the fulfillment of its responsibilities hereunder. It is understood that all expenses and capital costs incurred in operating the passenger rail service and the business of passenger rail service shall be borne by and paid by LVRE. LVRE shall at its sole expense compensate SFSR for the grant of the subcontract to manage and enjoy the benefit of the Excursion Services and Special Event Services by reimbursing SFSR for the cost of bringing said tracks and equipment operational. Said cost of repairs is estimated to be $250,000.00. Said repairs shall be undertaken and authorized at the full discretion of LVRE.

2. SFSR and LVRE desire that this Agreement, the obligations performed hereunder and operation of passenger rail service be in full compliance with (i) the terms and conditions of the Agreement; required, if any (ii) all applicable rules, regulations and policies of the FRA; (iii) and any other applicable federal, state and local law or regulation (collectively, "Applicable Law").

3. Notwithstanding anything to the contrary in this Agreement, LVRE shall have full authority, control and power over the passenger rail service during the Term. SFSR shall be responsible for the filing of all applications, reports, correspondence and other documentation with the FRA relating to the use and maintenance, provided that LVRE cooperates with such filings. and provide upon SFSR's reasonable request any information that will enable SFSR to prepare any records and reports required by the FRA and local, state or other federal government authorities. LVRE shall bear and pay the compensation and expenses of such employee(s) of SFSR, required to perform the necessary services of the operation. SFSR's employees and agents shall at all times be afforded access to the passenger rail service in order to ensure compliance with Applicable Law. LVRE shall pay for all other costs of operating Excursion Services and Special Event Services, such as fuel, supplies, subcontractors, performers, recurring track and equipment maintenance, and a reasonable administration cost of SFSR not to exceed 5% of such billable employee and other costs.

4. LVRE shall have the right to use the SFSR's existing facilities as designated by LVRE for the operation with the express consent of SFSR, subject to the rights of existing tenants such as AMTRAK at the Lamy depot, which consent shall not be unreasonably withheld. SFSR and LVRE shall participate in a revenue sharing which shall be payable monthly to SFSR by LVRE as defined in the "Services Agreement".

5. Neither party shall assign this Agreement or any of its rights or obligations under this Agreement, and any attempted assignment, sale or transfer not in compliance with this provision shall be null and void; provided, however, each party shall have the right to collaterally assign this Agreement for security purposes and/or to grant a security interest in its rights under this Agreement to its lenders or bondholders (and each party acknowledges that such a collateral assignment is likely to occur), and this Agreement may be assigned in connection with any exercise of remedies pursuant to any such collateral assignment or grant of security interest. This Agreement shall bind and inure to the benefit of the permitted successors and assigns of the parties.

6. Any failure, delay or interruption in operation of the passenger rail service due to acts of God, strikes, or threats thereof, force majeure, or causes beyond the control of LVRE or SFSR, shall not constitute a breach of this Agreement.

7. The term of this Agreement (the "Term") shall begin on the date hereof (the "Effective Date") and end on the fifth anniversary of the Effective Date (the "Termination Date"). At any time during the Term, LVRE may renew this Agreement for an additional term of up to five years by providing written notice to the other party hereto of its intent to renew this Agreement not less than 180 days prior to the Termination Date. At the end of any additional term, or at the Termination date if the right of renewal is not exercised, LVRE shall return to SFSR all rights it obtained by virtue and operation of this Agreement.

8. All notices between the parties shall be (i) in writing, (ii) delivered by personal delivery, or sent by commercial delivery service or by registered or certified mail, return-receipt requested or sent by telecopy, and (iii) addressed as follows or to such other party as either party may specify from time to time.

IF SENT TO SFSR:

Santa Fe Southern Railway, Inc.

430-A West Manhattan Avenue

Santa Fe NM 87501

With a copy to:

Santa Fe Southern Railway, Inc.

3626 North Hall Street - Suite 405

Dallas TX 75219-5129

Attn: Karl R. Ziebarth

IF SENT TO LVRE:

Las Vegas Railway Express, Inc.

6650 Via Austi Pkwy. Suite # 170

Las Vegas, Nevada 89119

Attn: Joseph A. Cosio-Barron

9. This Agreement shall be governed by and construed in accordance with the laws of the Nevada.

10. It is the intent of the parties that operation of the passenger rail service and the transactions under this Agreement not constitute a fraudulent transfer or conveyance for purposes of the federal bankruptcy laws, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention, each of SFSR and LVRE hereby irrevocably agree that the obligations of the patties hereunder shall be limited to the extent necessary to ensure that the obligations of the parties hereto do not constitute a fraudulent transfer or conveyance under applicable law.

11. Either party may terminate this Agreement in the event that the other party materially defaults in the performance or observance of any material covenant, agreement or condition set forth in this Agreement, which default remains uncured for a period of thirty (30) days from the date that the notifying party provides notice to the defaulting party; provided , however, that this Agreement will be re-instated, including, if necessary, by entering into a new agreement in substantially the form hereof, if the defaulting party cures the default within six months after any such tem1ination.

12. Notwithstanding anything to the contrary in this Agreement, neither party hereto will take any action pursuant to this Agreement that would constitute or result in any assignment or any change of control (whether de jure or de facto) of LVRE or SFSR, unless any party acquiring control or assignment shall specifically assume and accept all responsibilities relating to the performance of the LVRE or SFSR (as may be applicable) by written instrument acceptable to both patties.

13. In the event of any order or decree of an administrative agency or court of competent jurisdiction , including without limitation any material change or clarification in FRA rules, policies, or precedent , that would cause this Agreement to be invalid or violate any Applicable Law, and such order or decree has become effective and has not yet been stayed, or i n the event that any determination is made that this Agreement is in violation of any Applicable Law, the parties will use their respective best efforts and negotiate in good faith to modify this Agreement to the minimum extent necessary so as to comply with such order or decree or Applicable Law without material economic detriment to either party, and this Agreement, as so modified, shall then continue in full force and effect.

14. If any provision of this Agreement shall be declared void or invalid by any governmental authority with jurisdiction thereof, then the remainder of this Agreement shall remain in full force and effect without the offending provision, provided that such remainder substantially reflects the original agreement of the parties. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

15. This Agreement represents the entire understanding of the parties hereto with respect to the subject matter hereof and may be amended only by a writing signed by both parties; provided , however, if this Agreement has been collaterally assigned to a lender of either party. this Agreement may not be amended without the consent of such lender.

16. This Agreement shall be construed and activities conducted under the terms of the JUA with effect from the Effective Date.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the patties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

LAS VEGAS RAILWAY EXPRESS, INC.

By: /s/ Michael Barron

Name: Michael A. Barron

Title: CFO

SANTA FE SOUTHERN RAILWAY, INC.

By: /s/ Karl. R. Ziebarth

Name: Karl R. Ziebarth

Title: Chairman of the Board, CEO & General Manager

Exhibit 10.18

SERVICE AGREEMENT

This Service Agreement ("Agreement") is made and entered into as of this 15 day of May, 2014 by and between Las Vegas Railway Express, Inc. (the "Company") and Santa Fe Southern Railway, Inc. ("SFSR" or the "Service Provider") referred to individually as "Party'' and collectively as "Parties".

PREAMBLE

WHEREAS, the Company is an entity which provides a passenger service and special event services on trains (the "Business");

WHEREAS, the parties have entered into an Assignment and Use Agreement dated as of April 23, 20 14 pursuant to which SFSR granted the Company exclusive rights as subcontractor to manage and control all aspects of the Excursion Services and the Special Events Services, and

WHEREAS, SFSR as the Service Provider has agreed to provide certain services and equipment to the Company in connection with the Business and maintain said equipment (the "Service Provider" as further defined below).

NOW, THEREFORE , in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound by this Agreement, agree as follows:

I . Scope of the Agreement.

I.I Generally. Throughout the Term (as defined in Section 3) of this Agreement, the Service Provider shall have the responsibility and authority as delegated by the Company for the administration of the day-to-day management of the Business of the Company as it relates to the operation of the business ("Service Provider"). The Service Provider, as set forth in greater detail on Schedule A, shall provide the following services, which may be amended or expanded from time to time by written agreement of the parties:

a.	Coordination of railcars as needed with respect to the Business;

b.	Assist the Company in any and all matters related to the operation which does not include food or beverage service;

c.	Advise the Company with respect to operating the consists;

d.	Provide materials including purchasing and stocking of parts

e.	Maintain of equipment as directed by the Company;

f.	Review and assist in all matters pertaining to the operation of the railcars, and in implementing, and supporting relevant policies, protocols and guidelines for the Business; such activities shall be reviewed every thirty (30) days.

I..2 The Company shall cooperate with the Service Provider in the performance of such services in all such respects as the Service Provider may reasonably request, and shall provide the Service Provider with all financial, personnel , facilities and equipment as are reasonably necessary, for the performance of such services if applicable.

1.3 Applicable Law. The Service Provider shall use its best efforts to comply with all applicable federal and state laws, statutes, rules and regulations, including applicable governmental rules or guidelines in connection with the rendering of its services under this Agreement.

2. Service Fee.

2.1Compensation. In consideration of services to be rendered by the Service Provider, the Company has agreed to payment as set forth in Exhibit A.

2.2 Company Account. The Company shall transfer funds by automated clearing house (ACH) payment to the bank account(s) of the Service Provider for Pre-operating Costs, Base Costs, and Trip Costs upon request by Service Provider. Service Provider shall transmit electronically a payment request to the designated officer of Company showing the type of payment (referencing Exhibits A-1, A-2, or A-3 as may be appropriate) with supporting copies of bills or cost records if Exhibit A-3 is the type, and Company shall initiate the transfer within 5 business days. Service Provider and Company shall work cooperatively and quickly to address any questions which may arise concerning the basis or amount of the payments requested. Service Provider shall provide bank account and bank routing number to Company from time to time as appropriate.

2.3 Deposit Obligation. Authorized representatives of the Company and the Service Provider shall confer five days before the end of each month to agree on an estimate of the necessary cash disbursements likely to occur during the subsequent month, and Company shall then deposit by

the first business of the following month an amount equal to the estimated disbursements as determined above.

3. Term.

3.1 Term. The Term of this Agreement shall be five (5) years, with the initial year commencing on the effective date of this Agreement and ending 365 days after the initial date of this Agreement (the "Term"), unless earlier terminated pursuant to this Section 3. The Term shall automatically renew for four additional one (1) year periods ("Renewal Term") provided neither party is in default under this Agreement and neither the Company nor the Service Provider have given notice of termination in accordance with Section 3.

3.2 Termination by Either Party. Either party may terminate this Agreement:

3.2.1 Breach. If the other party breaches this Agreement and such breach is not cured by the breaching party within thirty (30) days after the receipt of written notice of the breach or default (the "Default Notice"), or in the case of a non-monetary breach which cannot be cured within such time period, the breaching party has not made a diligent good faith effort to attempt to cure such default within one-hundred eighty (180) days, the non-breaching party may terminate this Agreement by giving the breaching party written notice of the termination.

3.2.2 Bankruptcy or Cessation of Business. Upon the occurrence of any of the following events with regard to the other party: (a) the making of a general assignment for the benefit of creditors;

(b) the filing of a voluntary petition or the commencement of any proceeding by either party for any relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension; (c) the filing of any involuntary petition or the commencement of any proceeding by or against either party for any relief under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension, which such petition or proceeding is not dismissed within sixty (60) days of the date on which it is filed or commenced; or (d) suspension of the transaction of the usual business of either patty for a period in excess of sixty (60) days.

3.2.3 At-Will Termination. Company may terminate this Agreement at any time, with or without cause, by giving the Service Provider not less than one hundred eighty (180) days' prior written notice. The Service Provider may terminate this Agreement with or without cause, at the end of the initial Term by giving the Company not less than one hundred eighty (180) days' prior written notice of its intent to terminate the Agreement at the end of the Tern1.

3.2.4 Immediate Termination by Company. The Company may tem1inate this Agreement immediately upon written notice to the Service Provider in the event of any termination or breach (after any cure period) by the Service Provider, for any reason, of any written agreement between the Service Provider and the Company.

3.2.5 Termination upon Mutual Agreement. The parties may terminate this Agreement at any time upon execution of a writing signed by all parties.

3.2.6 Effect of Termination. No termination of this Agreement by either party, whether with or without cause, shall affect or reduce the compensation payable to the Service Provider under this Agreement.

4. Books and Records.

4. J Ownership of Records. All business records and inforn1ation relating to the business and activities of either party shall be the property of that party, irrespective of identity of the party responsible for producing or maintaining such records and information, and each party shall have access to such records at all times during normal business hours.

4.2 Records. During the Term of this Agreement, the Service Provider shall keep correct and complete records of accounts, financial transactions, and all other matters relating to the Company and the Business as required under Section 1 .1, and the Company shall have access to such records at all times.

5. Indemnification.

5.1 Generally. Except to the extent paid from the proceeds of available insurance policies, each party (and its affiliates) agrees to indemnify and hold harmless the other party (and its affiliates) against any loss, cost, suit, claim, action, cause of action, damage, obligation, contract, demand, liability, judgment , verdict, settlement or expense (including reasonable attorneys' fees and court costs) arising out of any act or omission of the indemnifying party, its employees, attorneys, agents, or affiliates (the "Indemnified Party") that occurs in connection with this Agreement.

5.2 Notice of Claims. Etc. Upon obtaining knowledge of facts causing it to believe that it has or will have a claim for indemnification against the other party under this Agreement such party the Indemnified Party shall promptly give the other party (the "Indemnifying Party") written notice of such claim. The Indemnifying Party shall have thirty (30) days from the receipt of such notice (the "Defense Notice Period") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand. All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party. ln the event that the Indemnifying Party notifies the Indemnified Party during the Defense Notice Period that it desires to defend the Indemnified Party against such claim or demand then, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings using legal counsel reasonably satisfactory to the lndemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand on a basis that would result in the imposition of a consent order, injunction, decree or agreement that would restrict or affect the future activity or conduct of the Indemnified Party. The Indemnified Party may participate in, but not control, any such defense or settlement at its sole cost and expense.

6. Miscellaneous.

6.1Dispute Resolution.

6.1.1 In the event of a dispute between the parties arising out of, or relating to th.is Agreement, its interpretation or performance hereunder, the parties shall exert their commercially reasonable efforts to resolve the dispute amicably through negotiations.

6.1.2 The validity, construction, and interpretation of this Agreement and all purchase orders issued hereunder shall be solely and exclusively governed by and construed in accordance with the laws of the State of Nevada, USA, excluding any otherwise applicable rules of conflict of laws.

6.1.3 The courts of the state of Nevada shall have sole and exclusive jurisdiction over the parties and subject matter of this Agreement. For implementation of this Agreement and all its consequences, each party waives such of its rights and privileges under any other law or legal system, such as the law of the place of performance, as is necessary to give effect to the term and conditions hereof. Each party hereby expressly consents to personal jurisdiction in Nevada, and expressly waives any right to object to such personal jurisdiction, or the convenience of such forum.

6.2 Status of Parties. In the performance of all work, duties and obligations under this Agreement, it is mutually understood and agreed that each party is at all times acting and performing as an independent contractor with respect to the other. Each party shall be solely responsible for and shall comply with all state and federal law pertaining to employment taxes, income withholding, unemployment compensation contribution and other employment related statutes applicable to that party, provided that the Service Provider shall be responsible for administering and taking all reasonable steps necessary or appropriate for the performance of such items of the Company.

6.3 Force Ma jeure. Neither party shall be deemed to be in default of this Agreement if such party is prevented from performing any obligation hereunder for any reason beyond its control, including but not limited to, Act,; of God, war, civil commotion, fire, flood or casualty, labor difficulties, shortages of or inability to obtain labor, materials or equipment, governmental regulations or restrictions, changes in applicable law, denial or loss of government certification, or unusually severe weather. In any such case, the parties agree to negotiate in good faith with the goal of preserving this Agreement and the respective rights and obligations of the parties hereunder, to the extent reasonably practicable. It is agreed that for purposes of this Agreement financial inability shall not be deemed to be a matter beyond a party's reasonable control.

6.4 Notices. Any notice, demand , approval, consent or other communication to be given hereunder by either party to the other shall be deemed to be received by the intended recipient (a) when delivered personally, (b) the day following delivery to a nationally recognized overnight courier service with proof of delivery, (c) by facsimile or e-mail transmission provided such is substantiated by personal or mail delivery, or (d) three (3) days after mailing by certified mail, postage prepaid with return receipt requested, in each case addressed to the parties as set forth below:

If to the Service Provider:	If to the Company:

Santa Fe Southern Railway, Inc.	Las Vegas Railway Express, Inc
430-A West Manhattan Avenue.	6650 Via Austi Parkway, Suite 140
Santa Fe, NM 87501	Las Vegas, NV 89119
Attn: Karl R. Ziebarth	Attn: Joseph Cosio-Barron

Any party may change the address for notice by notifying the other party, in writing, of the new address.

6.5 Entire Agreement. Except for the Assignment and Use Agreement dated April 23, 2014 which remains in full force and effect, this Agreement supersedes any and all other agreements. either oral or in writing, between the pai1ies hereto with respect to the subject matter of this Agreement. This Agreement may not be changed orally, and may only be amended by an agreement in writing signed by both parties.

6.6 No Rights in Third Parties. This Agreement is not intended to, nor shall it be construed to, create any rights in any third parties (other than any Indemnified Parties).

6.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

6.8 Severability. If any provision of this Agreement shall be held by a com1or administrative agency of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect, unless to do so would result in either party not receiving the benefits of its bargain.

6.9 Rights Unaffected. No amendment, supplement or tem1ination of this Agreement shall affect or impair any rights or obligations that had previously matured under this Agreement.

6.10 Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties, their respective heirs, executors, administrators and assigns.

6.11 Further Actions. Each of the parties hereto agrees that it shall hereafter execute and deliver such additional instruments and undertake such additional acts as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

6.12 Compliance with Law. The pa1ties shall (a) cooperate with one another in the fulfillment of their respective obligations under this Agreement, and (b) comply with the requirements of law and with all ordinances, statutes, regulations, directives, orders, or other lawful enactments or pronouncements of any federal, state, municipal, local or other lawful authority applicable to the Business.

6.13 Non-Assignment. The Service Provider may not assign this Agreement except with the prior written approval of the Company.

6.14 Counterpa11 s. This Agreement may be executed in one or more counterparts, each of which shall constitute an original Agreement but all of which together shall constitute one and the same instrument.

6.15 Confidentiality. Except for disclosure to its attorneys, accountants, bankers, underw1iters or lenders, or as necessary or desirable for conduct of business, neither party hereto shall disseminate or release to any third party any information regarding any provision of this Agreement, or any financial information regarding the other (past, present or future) that was obtained by the other in the course of negotiation of this Agreement or in the course of the performance of this Agreement, without the other party's written approval; provided, however, the foregoing shall not apply to information which (i) is generally available to the public other than as a result of a breach of any confidentiality provisions, (ii) becomes available on a non confidential basis from a source other than the other party, or its affiliates or agents, which source was not itself bound by a confidentiality agreement, or (iii) which is required to be disclosed by law, including securities laws, or pursuant to court order.

6. 6 No Waiver. No delay or failure to exercise any right, power, or remedy accruing to either party upon breach or default under this Agreement shall be deemed a waiver of any prior or subsequent breach or default of this Agreement, nor affect the validity of any provision of this Agreement.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

LAS VEGAS RAILWAY EXPRESS, INC.

By: /s/ Michael A. Barron

Name: Michael Barron, CEO

SANTA FE SOUTHERN RAILWA Y, INC.

By: /s/ Karl R. Ziebarth

Name: Karl R. Ziebarth -

Title: Chairman of the Board, CEO & General Manager

The services to be provided by the Service Provider include the following:

1)	Operate passenger trains at the request of the authorized representative of the Company, consistent with time allocations ("windows") controlled by Rio Metro dispatch
2)	Provide on-board service personnel qualified to serve alcoholic beverages
3)	Preparation and after service clean-up of cars used in passenger service
4)	Mechanical maintenance of all passenger equipment
5)	Advise and assist in determining consist of specific trains and services needed for Special Events
6)	Provide contact information for entertainers and presentation personnel
7)	Purchase supplies and materials for on-board services as requested by Company
8)	Purchase all materials and supplies necessary for mechanical maintenance of equipment
9)	Provide reasonable amount of office space at Service Provider's office building
l 0)	Assist and advise Company in negotiations with local governmental and community authorities
11)	Coordinate Excursions and Special Event Services with other activities of Service Provider, such as freight and technology test projects
12)	Provide hosting for PV moves as requested by Company, such as power, water, sewage and waste disposal, fuel and other supplies
13)	Provide support for Special Events, and use of Service Provider's property, consistent with other activities of Service Provider
14)	Provide all archived information and contacts concerning potential Excursion and Special Event business
15)	Participate in monthly review of all relevant policies, protocols and guidelines for the Business;

It is agreed and w1derstood that Company shall be responsible for all revenue collection and revenue accounting, shall determine fares and prices, and shall undertake all advertising, promotion, and public contact with respect to Excursion and Special Event services. Company shall render a monthly statement after the close of each month to Service Provider showing the total revenues and the revenue share due Service Provider, as set forth and agreed in Exhibit A item 6.

It is agreed and understood that Company shall provide, at no cost to Service Provider, all required liability insurance, specifically referencing FELA claims, and naming all parties such s but not limited to the New Mexico Department of Transportation, Rio Metro, City of Santa Fe, Santa Fe Railyard Community Corporation, John Muir Company Limited, and other parties as requested by Service Provider. In case the Company shall, at its sole discretion, determine that such liability insurance can be more effectively obtained by Service Provider, Company agrees to amend the Base Cost set forth in Exhibit A - I with immediate effect to reimburse Service Provider for the cost of such insurance.

It is agreed and understood that Company shall provide, at no cost to Service Provider, a modem high-rail pickup for service on line, In case the Company shall, at its sole discretion, determine that a high-rail pickup can more effectively be acquired by Service Provider, Company agrees to amend the Base Cost set forth in Exhibit A -1 with immediate effect to reimburse Service Provider for the cost of leasing or purchasing a high-rail pickup.

If Company, at its sole discretion, determines that additional motive power is required to meet the service requirements for Excursion and Special Event services, it shall provide such units to Service Provider at no cost, or it will forthwith amend the Base Cost set forth in Exhibit A - 1 with immediate effect to reimburse Service Provider for the cost of leasing or purchasing such additional units. In such case, the Trip Cost set forth in Exhibit A - 2 will be amended to provide for maintaining the additional w1its on the same basis as the single unit in the mechanical section of Exhibit A - 2.

EXHIBIT "A"

Service Provider shall be compensated for its Base Costs each month, as agreed between the parties from time to time, whether or not the Company directs the movement of any trains or the provision of any services. The initial agreement as to the Base Costs is attached hereto as Exhibit A-1. It is the intent of the parties that said Base Costs shall be reviewed and adjusted at the end of each year of operation, based on actual expenses for said prior year, as soon as practicable after the end of each twelve (12) months of operation.

The Base Costs shall be paid to Service Provider on the first business day of each month at the rate shown on Exhibit A-1 (as adjusted from time to time), and shall be allocated to the Trip Costs by dividing the Base Cost by the number of round trips requi red by the Company, provided that the divisor cannot be less than one (1).

The Service Provider shall be compensated for each trip required by the Company, for which a crew is called, as set forth in Exhibit A-2. The initial agreement as to the T1ip Cost is attached hereto as Exhibit A-2. It is the intent of the pai1ies that said Trip Cost shall be reviewed and adjusted at the end of each year of operation, based on any changes in the cost of fuel, hourly compensation paid to crews, payroll tax rates, NMDOT usage charges, and any material costs, as soon as practicable after the end of each twelve (12) months of operation.

The Service Provider shall send a statement of the number of round trips nm on the 15111 and last day of the month as soon as practicable after the end of the period , multiplied by the Trip Cost, and shall be entitled to pay this amount to itself as provided by Section 2.2 of the Services Agreement to which this Exhibit is attached.

The Service Provider shall be entitled to reimbursement for all costs of on-board and ancillary services requested by Company, such as but not limited to staff costs, payroll taxes, cost of liquor, wine and beer, other beverages, entertainment, and similar items plus and administration fee of 5%. Service Provider shall submit a statement of such costs to Company ten business days after the end of each month, and shall be entitled to reimbursement five business days later unless specific objection to any item is raised by Company.

Service Provider shall, in addition to the foregoing, be paid a revenue share equal to five percent (5%) of the total revenues received by Company for all Excursion Services and Special Event Services. Company shall provide a statement on the ten (10) business day of the month following each month of the contract or part thereof, and Service Provider shall be authorized to pay itself a sum equal to the revenue share for the preceding month.

Company shall advance cash funds necessary to clear certain existing payables in order to induce government agencies and vendors to provide licenses, services, and supplies, as set forth in Exhibit A -3, Section l. Said advances will be repaid to Company by deduction or offset from the share of revenue due Service Provider as set forth in this Exhibit A, item 6.

Company will reimburse Service Provider for Pre-operating Costs as set forth in the attached Exhibit A -3, Section II, upon presentation of billings from contractors and suppliers.

Exhibit 10.19

THIS AGREEM ENT is to be effective as of the 30th of June 2014 by and between Integrative Businesses Alliance, LLC who maintain its principal offices at 4151 Mission Blvd. Suite #216 San Diego, CA 92109 (herein referred to as “IBA”) and Las Vegas Railway Express, Inc., who maintains its principal office at 6650 Via Austi Parkway, Suite #140, Las Vegas. NV 89119 (herein after referred to as “Client”).

W I TN ESETH:

W HEREAS. IBA is engaged in the business of providing and rendering public relation s and communications services. And has knowledge, expertise and personnel to render the requisite services to Client and

WHEREAS. Client is desirous of retaining IBA for The purpose of obtaining public relations and corporate communications services. So as to better more fully and more effectively deal and communicate with its Shareholders and the investment community as such may relate to Las Vegas Railway Express, Inc.

NOW, THERFORE. In consideration of the premises and of the mutual covenants and agreements contained herein. It is agreed as follows:

Engagement of IBA. Client herewith engaged IBA. And IBA agrees to render to Client public relations. Communications with the investment community. Advisory and consulting services.

The consulting services to he provided by IBA shall include. But are not limited to, the development, implementation, and maintenance of an ongoing program to increase the investment community’s awareness of Client’s activities and to stimulate the investment community’s interest in Client. Client acknowledges that IBA’s ability to relate information regarding Clients activities is directly related to the information provided by Client to IBA

Client acknowledges that IBA will devote such time as is reasonably necessary to perform the services for Client having due regard for IBA’s commitments and obligations to other business for which it performs consulting services.

Term and Termination. The term of this Agreement shall be for a period of six (6) months. Commencing on the effective date hereof. If the parties desire to extend the relationship. The parties will renew this agreement or enter a new agreement. Both of which must be done in writing. Further there is no action proceeding or investigation pending or threatened. Which questions the validity of the issuance of the shares to IBA or any foregoing representations. The client hereby acknowledges that for the purpose of settling the contemplated sale transaction by IBA. That client have no claim spending that would adversely affect the settlement of any Transaction engaged by IBA. Client further acknowledge and agree that there is no other agreement understanding between IBA and Client that would preclude IBA from selling or otherwise disposing of the shares represented in Schedule A-1

Treatment of Confidential Information. Company shall not disclose without the consent of the client, any financial and business information concerning the business, affairs, plans, and programs clients, which are delivered by Client to IBA in connection with IBA services hereunder. Provided such information is plainly and prominently marked in writing by Client as being confidential (the “Confidential Information”). IBA will not be bound by the foregoing limitation of the event:

(I) The Confidential information is otherwise disseminated and becomes public Information or

(II) IBA is required to disclose the confidential information pursuant to a subpoena or otherjudicial order

Representation by IBA of other Clients. Client acknowledges and consents to IBA rendering public relations, consulting, and/ or communications services to other clients of IBA engaged in the same or similar business as that of Client.

Indemnification by Client as to Information Provided to IBA. Client acknowledges that IBA in the performance of its duties, will be required to rely upon the accuracy and completeness of information supplied to it by the client. Client agrees to indemnify hold harmless and defend IBA, its officers, agents, and/ or employees from any proceeding or suit which arises out of or is due to the inaccuracy or incompleteness of its obligations under the Agreement.

Indemnification by IBA. IBA agrees to indemnify, hold harmless, and defend Client from any proceeding or suit, which arises out of or is due to the actions, negligent, or otherwise of IBA its subsidiaries, agents, employees, or affiliates in the performance of its obligation under the agreement.

Independent Con tractor. It is expressly agreed that IBA is acting as an independent contractor in performing its services hereunder. Client shall carry no workers compensation insurance or any health or accident insurance on IBA or consults employees. Client shall not pay any contributions to social security, unemployment, insurance, federal or state withholding taxes nor provide any other contributions or benefits that might be customary in an employer- employee relationships.

Non-Assignment. This Agreement shall not be assigned by either party without the written consent of the other party.

Compensation. Please refer to Schedule A. attached hereto and hereby incorporated into this Agreement.

Notices. Any notice to be given by either party to the other hereunder shall be sufficient if in writing and sent by registered or certified mail. Return receipt requested, addressed to such party at the address specified in this Agreement or such other address as either party may have given to the other in writing.

Modified and waiver. This agreement may not be altered or modified except by writing signed by each of the respective parties hereof. No breach or violation of this Agreement shall be waived except in writing executed by the party granting such waiver.

Entire Agreement. This writing contributes the entire Agreement between the parties and replaces and supersedes, previous oral or written agreement or understanding that may exist. This agreement can only be modified in writing and executed by both parties. In the event that any party brings suit to enforce any part of this agreement. The prevailing party shall recover attorney fees and legal costs

Governing Law / Venue. This Agreement shall be governed under the laws of the State of the California. And any claim arising here from shall be submitted to a court of competent jurisdiction located in San Diego County, California.

IN WITNESS WHERE OF. The parties have executed this Agreement as of the day and the year first written above

SCHEDULE A - I

For the services to be rendered and performed by IBA during the term of this Agreement, Client shall, upon mutual acceptance and execution of this Agreement, deliver or arrange lo be delivered to Integrative Business Alliance. LLC the following: One-Million Two-Hundred Thousand (1,200.000) shares of restricted rule 14-l (XTRN) LAS VEGAS RAI LWAY EXPRESS common stock.

INTEGRATIVE BUSIN ESS A LLI ANCE, LLC

/s/ Zachary R. Logan

Zachary R.Logan

Managing Directo

Da ted: June 10th, 2014

LAS VEGAS RAILWAY EXPRESS, INC.

/s/ Michael Barron

Michael Barron

Chairman Client

Dated: June 10th, 2014

[The Balance of This Page Has Been Intentionally Left Blank]

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES – OXLEY ACT OF 2002

I, Michael A. Barron, certify that:

1. I have reviewed this annual report on Form 10-K of Las Vegas Railway Express, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 22, 2015

/s/ Michael A. Barron

Michael A. Barron

Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER PURSUANT TO SECTION 302 OF THE SARBANES – OXLEY ACT OF 2002

I, Wanda Witoslawski , certify that:

1. I have reviewed this annual report on Form 10-K of Las Vegas Railway Express, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 22, 2015

/s/ Wanda Witoslawski

Wanda Witoslawski

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. Sec. 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Las Vegas Railway Express, Inc. (the “Company”) on Form 10-K for the year ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Barron, Chief Executive Officer and I, Wanda Witoslawski, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael A. Barron

Michael A. Barron

Chief Executive Officer

/s/ Wanda Witoslawski

Wanda Witoslawski

Chief Financial Officer

January 22, 2015

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

URAL United Rail Inc (CE)