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Share Name | Share Symbol | Market | Type |
---|---|---|---|
United Rail Inc (CE) | USOTC:URAL | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0003 | 0.00 | 01:00:00 |
Delaware
|
56-2646797
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification Number)
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [X]
|
PART I
|
|
PAGE
|
|
|
|
Item 1.
|
Business
|
4
|
|
|
|
Item 1A.
|
Risk Factors
|
15
|
|
|
|
Item 1B.
|
Unresolved Staff Comments
|
19
|
|
|
|
Item 2
|
Properties
|
19
|
|
|
|
Item 3.
|
Legal Proceedings
|
19
|
|
|
|
Item 4.
|
Mine Safety Disclosures
|
19
|
|
|
|
PART II
|
|
20
|
|
|
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
20
|
|
|
|
Item 6.
|
Selected Financial Data
|
21
|
|
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
21
|
|
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
23
|
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
24
|
|
|
|
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
42
|
|
|
|
Item 9A.
|
Controls and Procedures
|
42
|
|
|
|
Item 9B.
|
Other Information
|
42
|
|
|
|
PART III
|
|
42
|
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
42
|
|
|
|
Item 11.
|
Executive Compensation
|
46
|
|
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
48
|
|
|
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence.
|
48
|
|
|
|
Item 14.
|
Principal Accountant Fees and Services
|
49
|
|
|
|
PART IV
|
|
50
|
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
50
|
|
|
|
SIGNATURES
|
52
|
•
|
Our Project is to re-open a passenger rail route between Los Angeles and Las Vegas
|
|
•
|
Capital Corridor – Union Pacific Railroad/Joint Powers Authority - 10 years
|
|
•
|
Chicago – St. Louis Express project – Union Pacific Railroad/METRA - 12 years (not yet complete)
|
|
•
|
All Aboard Florida – Florida East Coast Railway/Fortress - 6 years (not yet complete)
|
|
•
|
Union Pacific
|
|
•
|
BNSF
|
|
•
|
Amtrak
|
|
•
|
FRA
|
|
•
|
Cities for station construction
|
|
•
|
STB
|
•
|
Successfully negotiated rail access with Class 1 railroads
|
•
|
Working relationship with Amtrak for five years
|
•
|
Actual operating experience with a passenger rail service
|
•
|
Designed and built passenger railcars in the X Train motif
|
•
|
Complete engineering drawings for Plaza station location
|
•
|
Experience in moving railcars via Amtrak, BNSF and UPRR across the country
|
•
|
Rail infrastructure experience
|
•
|
Complete rail logistics planning experience
|
•
|
Food and Beverage on board trains experience
|
•
|
Ticketing and Sales experience for passenger train operations
|
•
|
make it more difficult for us to satisfy its obligations with respect to the indebtedness and any failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in further event of defaults under the loan agreements and instruments governing the indebtedness;
|
•
|
require us to dedicate a substantial portion of any cash raised from financing or cash flow from future operations to payments on our indebtedness, thereby reducing funds available for working capital, capital expenditures, acquisitions, and other corporate purposes;
|
•
|
increase our vulnerability to adverse economic and industry conditions, which could place us at a competitive disadvantage compared to competitors that have relatively less indebtedness;
|
•
|
limit our flexibility in planning for, or reacting to, changes in business and the industry in which we operate; and
|
•
|
limit our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions, and other corporate purposes.
|
|
that a broker or dealer approve a person's account for transactions in penny stocks; and
|
|
obtain financial information and investment experience objectives of the person; and
|
|
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
|
sets forth the basis on which the broker or dealer made the suitability determination; and
|
|
|
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
|
|
the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
|
|
Common Shares
|
|||||||
Year Ended March 31, 2015:
|
High
|
Low
|
||||||
Quarter Ended June 30, 2014
|
$
|
0.5000
|
$
|
0.0851
|
||||
Quarter Ended September 30, 2014
|
$
|
0.1200
|
$
|
0.0090
|
||||
Quarter Ended December 31, 2014
|
$
|
0.0100
|
$
|
0.0009
|
||||
Quarter Ended March 31, 2015
|
$
|
0.0015
|
$
|
0.0006
|
||||
|
||||||||
Year Ended March 31, 2014:
|
High
|
Low
|
||||||
Quarter Ended June 30, 2013
|
$
|
2.20
|
$
|
1.40
|
||||
Quarter Ended September 30, 2013
|
$
|
1.60
|
$
|
0.80
|
||||
Quarter Ended December 31, 2013
|
$
|
1.50
|
$
|
0.73
|
||||
Quarter Ended March 31, 2014
|
$
|
1.35
|
$
|
0.47
|
Equity Compensation Plan Information
|
||||||||||||
Plan category
|
Number of securities to be issued upon exercise of outstanding options,
warrants and rights
(a)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
|
|||||||||
Equity compensation plans approved by security holders
|
100,000
|
$
|
10
|
-
|
||||||||
Equity compensation plans not approved by security holders
|
111,107,928
|
$
|
0.061
|
0
|
||||||||
Total
|
111,207,928
|
$
|
0.07
|
0
|
Year Ended
|
||||||||||||||||
|
March 31,
|
March 31,
|
||||||||||||||
|
2015
|
2014
|
$ Change
|
% Change
|
||||||||||||
|
Unaudited
|
|||||||||||||||
Revenues
|
107,547.00
|
$
|
-
|
107,547.00
|
100.0
|
%
|
||||||||||
Cost of sales
|
64,535.00
|
-
|
64,535.00
|
100.0
|
%
|
|||||||||||
Gross profit
|
43,012.00
|
-
|
43,012.00
|
100.0
|
%
|
|||||||||||
Operating Expenses:
|
||||||||||||||||
Compensation and payroll taxes
|
3,894,887
|
$
|
2,876,141
|
1,018,746
|
35.4
|
%
|
||||||||||
Selling, general and administrative
|
1,906,782
|
1,709,461
|
197,321
|
11.5
|
%
|
|||||||||||
Professional fees
|
1,333,415
|
1,873,146
|
(539,731
|
)
|
-28.8
|
%
|
||||||||||
Impairment loss
|
-
|
843,697
|
(843,697
|
)
|
-100.0
|
%
|
||||||||||
Depreciation expense
|
71,644
|
7,292
|
64,352
|
882.5
|
%
|
|||||||||||
Total expenses
|
7,206,728
|
7,309,737
|
(103,009
|
)
|
-1.4
|
%
|
||||||||||
Loss from operations
|
(7,163,716
|
)
|
(7,309,737
|
)
|
146,021
|
-2.0
|
%
|
|||||||||
Other income (expense)
|
||||||||||||||||
Interest expense
|
(2,728,845
|
)
|
(7,960,987
|
)
|
5,232,142
|
-65.7
|
%
|
|||||||||
Change in derivative liability
|
412,581
|
2,162,790
|
(1,750,209
|
)
|
-80.9
|
%
|
||||||||||
Total other income (expense)
|
(2,316,264
|
)
|
(5,798,197
|
)
|
3,481,933
|
-60.1
|
%
|
|||||||||
Net income (loss) from operations before provision for income taxes
|
(9,479,980
|
)
|
(13,107,934
|
)
|
3,627,954
|
-27.7
|
%
|
|||||||||
Provision for income taxes
|
-
|
55,914
|
(55,914
|
)
|
-100.0
|
%
|
||||||||||
Net income (loss)
|
(9,479,980
|
)
|
(13,052,020
|
)
|
3,572,040
|
-27.4
|
%
|
·
|
obtain adequate sources of debt or equity financing to pay unfunded operating expenses and fund long-term business operations; and
|
·
|
manage or control working capital requirements by controlling operating expenses.
|
March 31,
|
March 31,
|
|||||||
2015
|
2014
|
|||||||
Unaudited
|
||||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
2,687
|
$
|
87,910
|
||||
Other current assets
|
49,975
|
101,250
|
||||||
Total current assets
|
52,662
|
189,160
|
||||||
Property and equipment, net of accumulated depreciation
|
56,208
|
684,407
|
||||||
Other assets
|
||||||||
Deposits
|
4,464
|
22,385
|
||||||
Total assets
|
$
|
113,334
|
$
|
895,952
|
||||
Liabilities and Stockholders' Deficit
|
||||||||
Current liabilities
|
||||||||
Short term notes payable
|
$
|
-
|
$
|
13,333
|
||||
Accounts payable and accrued expenses
|
1,476,574
|
442,711
|
||||||
Derivative liability
|
2,020,763
|
1,198,018
|
||||||
Notes payable - related parties
|
106,138
|
-
|
||||||
Current portion of convertible notes payable, net of debt discount
|
2,839,295
|
1,271,984
|
||||||
Total current liabilities
|
6,442,770
|
2,926,046
|
||||||
Long-term portion of convertible debt, net of current portion
|
39,550
|
150,000
|
||||||
Total liabilities
|
6,482,320
|
3,076,046
|
||||||
Commitments and contingencies
|
||||||||
Stockholders' deficit
|
||||||||
Common stock, $0.0001 par value, 500,000,000 shares authorized, 465,696,129 and 16,041,142 shares issued and outstanding as of March 31, 2015 and March 31, 2014, respectively
|
46,570
|
1,604
|
||||||
Additional paid-in capital
|
34,525,861
|
29,445,945
|
||||||
Common stock payable
|
166,208
|
-
|
||||||
Accumulated deficit
|
(41,107,625
|
)
|
(31,627,643
|
)
|
||||
Total stockholders' deficit
|
(6,368,986
|
)
|
(2,180,094
|
)
|
||||
Total liabilities and stockholders' deficit
|
$
|
113,334
|
$
|
895,952
|
For The Years Ended
|
||||||||
|
March 31,
|
March 31,
|
||||||
|
2015
|
2014
|
||||||
|
Unaudited
|
|||||||
Revenues
|
$
|
107,547
|
$
|
-
|
||||
Cost of sales
|
64,535
|
-
|
||||||
Gross profit
|
43,012
|
-
|
||||||
Operating Expenses:
|
||||||||
Compensation and payroll taxes
|
3,894,887
|
2,876,141
|
||||||
Selling, general and administrative
|
1,906,782
|
1,709,461
|
||||||
Professional fees
|
1,333,415
|
1,873,146
|
||||||
Impairment loss
|
-
|
843,697
|
||||||
Depreciation expense
|
71,644
|
7,292
|
||||||
Total operating expenses
|
7,206,728
|
7,309,737
|
||||||
Loss from operations
|
(7,163,716
|
)
|
(7,309,737
|
)
|
||||
Other income (expense)
|
||||||||
Interest expense
|
(2,728,845
|
)
|
(7,960,987
|
)
|
||||
Change in derivative liability
|
412,581
|
2,162,790
|
||||||
Total other income (expense)
|
(2,316,264
|
)
|
(5,798,197
|
)
|
||||
Net income (loss) from operations before provision for income taxes
|
(9,479,980
|
)
|
(13,107,934
|
)
|
||||
Provision for income taxes
|
-
|
55,914
|
||||||
Net income (loss)
|
$
|
(9,479,980
|
)
|
$
|
(13,052,020
|
)
|
||
Net income (loss) per share, basic and diluted
|
$
|
(0.05
|
)
|
$
|
(1.40
|
)
|
||
Weighted average number of common shares outstanding, basic and diluted
|
181,132,329
|
9,325,550
|
|
Additional
|
|||||||||||||||||||||||
|
Common Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||
|
Shares
|
Amount
|
Subscriptions
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||
Balance, March 31, 2012
|
2,432,677
|
$
|
243
|
$
|
640,000
|
$
|
9,976,609
|
$
|
(11,809,532
|
)
|
$
|
(1,192,680
|
)
|
|||||||||||
|
||||||||||||||||||||||||
Stock issued from subscriptions payable
|
800,000
|
80
|
(640,000
|
)
|
639,920
|
-
|
-
|
|||||||||||||||||
Stock issued for servives
|
463,868
|
46
|
-
|
1,538,631
|
-
|
1,538,677
|
||||||||||||||||||
Stock issued for cash
|
2,282,000
|
228
|
-
|
2,281,772
|
-
|
2,282,000
|
||||||||||||||||||
Stock issued for conversion of debt
|
1,682,050
|
168
|
-
|
2,055,938
|
-
|
2,056,106
|
||||||||||||||||||
Exercise of warrants
|
45,000
|
5
|
-
|
8,995
|
-
|
9,000
|
||||||||||||||||||
Discount on convertible notes payable
|
-
|
-
|
-
|
440,000
|
-
|
440,000
|
||||||||||||||||||
Warrants issued for services
|
-
|
-
|
-
|
1,201,370
|
-
|
1,201,370
|
||||||||||||||||||
Warrants issued for property and equipment
|
-
|
-
|
-
|
12,763
|
-
|
12,763
|
||||||||||||||||||
Stock option compensation
|
-
|
-
|
-
|
80,524
|
-
|
80,524
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(6,766,091
|
)
|
(6,766,091
|
)
|
||||||||||||||||
Balance, March 31, 2013
|
7,705,595
|
$
|
770
|
$
|
-
|
$
|
18,236,522
|
$
|
(18,575,623
|
)
|
$
|
(338,331
|
)
|
|||||||||||
|
||||||||||||||||||||||||
Stock issued for cash
|
600,000
|
60
|
-
|
274,940
|
-
|
275,000
|
||||||||||||||||||
Stock issued for conversion of debt
|
4,410,747
|
441
|
-
|
5,062,828
|
-
|
5,063,269
|
||||||||||||||||||
Stock issued for services
|
728,143
|
73
|
-
|
644,467
|
-
|
644,540
|
||||||||||||||||||
Exercise of warrants
|
9,823
|
1
|
-
|
(1
|
)
|
-
|
-
|
|||||||||||||||||
Stock issued in exchange of warrants
|
2,586,835
|
259
|
-
|
594,783
|
-
|
595,042
|
||||||||||||||||||
Warrants issued for services
|
-
|
-
|
-
|
329,416
|
-
|
329,416
|
||||||||||||||||||
Reclassification of derivative liabilities
|
-
|
-
|
-
|
4,302,990
|
-
|
4,302,990
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
(13,052,020
|
)
|
(13,052,020
|
)
|
|||||||||||||||||
Balance, March 31, 2014
|
16,041,143
|
$
|
1,604
|
$
|
-
|
$
|
29,445,945
|
$
|
(31,627,643
|
)
|
$
|
(2,180,094
|
)
|
|||||||||||
|
||||||||||||||||||||||||
Stock subscribed
|
87,010,002
|
8,701
|
-
|
543,599
|
-
|
577,300
|
||||||||||||||||||
Stock issued for compensation
|
1,600,000
|
160
|
-
|
130,465
|
-
|
130,625
|
||||||||||||||||||
Stock issued for debt
|
122,869,438
|
12,287
|
-
|
158,556
|
-
|
170,843
|
||||||||||||||||||
Stock issued for services
|
10,290,000
|
1,029
|
-
|
582,811
|
-
|
583,840
|
||||||||||||||||||
Exercise of options
|
31,754,894
|
3,176
|
-
|
2,687,590
|
-
|
2,690,766
|
||||||||||||||||||
Stock issued for notes conversion
|
191,713,985
|
19,171
|
-
|
320,575
|
-
|
339,746
|
||||||||||||||||||
Warrants issued for services
|
-
|
-
|
-
|
329,416
|
-
|
329,416
|
||||||||||||||||||
Warrants exercised
|
4,416,668
|
442
|
-
|
3,975
|
-
|
4,417
|
||||||||||||||||||
Debt expense
|
-
|
-
|
-
|
322,929
|
-
|
322,929
|
||||||||||||||||||
Stock payable
|
-
|
-
|
-
|
-
|
-
|
141,208
|
||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
(9,479,980
|
)
|
(9,479,980
|
)
|
||||||||||||||||
Balance March 31, 2015 (Unaudited)
|
465,696,130
|
46,570
|
-
|
34,525,861
|
(41,107,623
|
)
|
(6,368,984
|
)
|
For The Years Ended
|
||||||||
March 31,
|
March 31,
|
|||||||
2015
|
2014
|
|||||||
Unaudited
|
||||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(9,479,980
|
)
|
$
|
(13,052,020
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
71,644
|
7,292
|
||||||
Amortization of discounts on note payable
|
2,062,473
|
4,835,032
|
||||||
Amortization of debt offering costs
|
-
|
637,680
|
||||||
Impairment of Union Pacific deposit
|
-
|
600,000
|
||||||
Deferred tax provision
|
-
|
(55,914
|
)
|
|||||
Change in value of derivative liability
|
(412,581
|
)
|
(2,162,790
|
)
|
||||
Stock issued for services
|
583,840
|
644,540
|
||||||
Stock option compensation
|
2,687,591
|
-
|
||||||
Stock issued for compensation
|
130,625
|
|||||||
Impairment loss on goodwill
|
-
|
843,697
|
||||||
Debt conversion expense
|
322,929
|
2,217,878
|
||||||
Stock issued for exchange of warrants
|
595,042
|
|||||||
Warrants issued for services
|
329,416
|
582,837
|
||||||
Loss on settlement on accounts payable for stock
|
158,555
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Other current assets
|
51,275
|
204,593
|
||||||
Other assets
|
574,476
|
3,573
|
||||||
Liabilities of discontinued operations, net
|
-
|
(194,041
|
)
|
|||||
Accounts payable and accrued expenses
|
1,161,738
|
237,806
|
||||||
Net cash used in operating activities
|
(1,757,999
|
)
|
(4,054,795
|
)
|
||||
Cash flows from investing activities
|
||||||||
Purchases of property and equipment
|
-
|
(297,910
|
)
|
|||||
Net cash used in investing activities
|
-
|
(297,910
|
)
|
|||||
Cash flows from financing activities
|
||||||||
Proceeds from sale on shares of common stock
|
577,300
|
275,000
|
||||||
Proceeds from exercise of stock options
|
3,176
|
-
|
||||||
Proceeds from exercise of warrants
|
4,417
|
-
|
||||||
Proceeds from convertible notes payable
|
981,745
|
2,903,000
|
||||||
Proceeds from notes payable - related parties
|
106,138
|
-
|
||||||
Net cash provided by financing activities
|
1,672,776
|
3,178,000
|
||||||
Net change in cash
|
(85,223
|
)
|
(1,174,705
|
)
|
||||
Cash, beginning of the period
|
87,910
|
1,262,615
|
||||||
Cash, end of the period
|
$
|
2,687
|
$
|
87,910
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Interest paid
|
$
|
13,963
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
Supplemental disclosure of non-cash investing and financing transactions:
|
||||||||
Stock issued as payment of accounts payable
|
$
|
170,843
|
$
|
-
|
||||
Stock issued for debt and accrued interest
|
$
|
354,799
|
$
|
2,845,391
|
Year Ended
|
Year Ended
|
||||
March 31,
|
March 31,
|
||||
2015
|
2014
|
||||
Unaudited
|
|||||
Expected life in years
|
2.5
|
NA
|
|||
Stock price volatility
|
170.94% - 248.72
|
%
|
NA
|
||
Risk free interest rate
|
0.73% - 1.18
|
%
|
NA
|
||
Expected dividends
|
NA
|
NA
|
|||
Forfeiture rate
|
0
|
%
|
NA
|
Fair Value
|
Fair Value Measurements at March 31, 2015
|
|||||||||||||||
as of
|
Using Fair Value Heirarchy
|
|||||||||||||||
March 31, 2015
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Liabilities:
|
||||||||||||||||
Derivative liability
|
$
|
2,020,763
|
$
|
-
|
$
|
2,020,763
|
$
|
-
|
March 31,
|
March 31,
|
|||||||
2015
|
2014
|
|||||||
Unaudited
|
||||||||
Office equipment
|
$
|
51,963
|
$
|
61,611
|
||||
Computer software
|
24,167
|
24,167
|
||||||
Transportation equipment under construction
|
-
|
621,802
|
||||||
76,130
|
707,580
|
|||||||
Less: accumulated depreciation
|
(19,922
|
)
|
(23,173
|
)
|
||||
$
|
56,208
|
$
|
684,407
|
March 31,
|
March 31,
|
|||||||
2015
|
2014
|
|||||||
Promissory notes, dated June 20, 2014 to affiliates bearing interestat 10% per month, payable on demand
|
$
|
72,500.00
|
$
|
-
|
||||
Promissory note, dated February 22, 2015 to employee bearing interestat 10% per month, payable on demand
|
$
|
33,638.00
|
$
|
-
|
||||
Total outstanding notes payable
|
$
|
106,138
|
$
|
-
|
March 31,
|
March 31,
|
|||||||
2015
|
2014
|
|||||||
Unaudited
|
||||||||
Principal balance of convertible notes payable outstanding
|
$
|
2,985,574
|
$
|
2,023,000
|
||||
Less: discount on convertible notes payable
|
(106,729
|
)
|
(601,016
|
)
|
||||
Convertible notes payable, net
|
$
|
2,878,845
|
$
|
1,421,984
|
Years ending
March 31,
|
||||
2015
|
$
|
2,964,024
|
||
2016
|
39,550
|
|||
Total
|
$
|
2,985,574
|
Years ending
March 31,
|
||||
2015
|
$
|
2,964
|
||
2016
|
36,161
|
|||
2017
|
39,125
|
|||
Total
|
$
|
78,250
|
|
For The Year Ended March 31, 2015
|
For The Year Ended March 31, 2014
|
||||||||||||||||||||||
|
Conversion Feature
|
Conversion Feature
|
||||||||||||||||||||||
|
of
|
of
|
||||||||||||||||||||||
|
Warrants
|
Notes Payable
|
Total
|
Warrants
|
Notes Payable
|
Total
|
||||||||||||||||||
|
||||||||||||||||||||||||
Beginning balance, April 1
|
$
|
205,248
|
$
|
992,770
|
$
|
1,198,018
|
$
|
1,663,394
|
$
|
1,518,143
|
$
|
3,181,537
|
||||||||||||
Additional issuances
|
148,903
|
1,086,423
|
1,235,326
|
3,232,748
|
2,601,417
|
5,834,165
|
||||||||||||||||||
Exercised/converted
|
-
|
-
|
-
|
(33,829
|
)
|
(307,693
|
)
|
(341,522
|
)
|
|||||||||||||||
Reclassification to equity
|
-
|
-
|
-
|
(3,758,287
|
)
|
(1,555,085
|
)
|
(5,313,372
|
)
|
|||||||||||||||
Change in derivative liability
|
(353,433
|
)
|
(59,148
|
)
|
(412,581
|
)
|
(898,778
|
)
|
(1,264,012
|
)
|
(2,162,790
|
)
|
||||||||||||
Ending balance, September 30
|
$
|
718
|
$
|
2,020,045
|
$
|
2,020,763
|
$
|
205,248
|
$
|
992,770
|
$
|
1,198,018
|
|
|
Warrants
|
|
Notes Payable
|
|
Notes Payable & Warrants
|
|
|
For The Year Ended
|
|
For The Year Ended
|
|
For The Year Ended
|
|
|
March 31, 2015
|
|
March 31, 2015
|
|
March 31, 2014
|
|
|
|
|
|
|
|
Expected life in years
|
|
0.7 - 4.1
|
0.1 - 1.0
|
|
N/A
|
|
Stock price volatility
|
|
220.18 - 369.30%
|
163.84% - 369.30%
|
|
N/A
|
|
Discount rate
|
|
0.25% - 1.65%
|
0.12% - 0.25%
|
|
N/A
|
|
Expected dividends
|
|
None
|
None
|
|
N/A
|
|
Forfeiture rate
|
|
0%
|
0%
|
|
N/A
|
Warrants
|
||||
Outstanding - March 31, 2013
|
2,924,842
|
|||
Granted
|
1,541,000
|
|||
Exercised
|
(20,350
|
)
|
||
Cancelled
|
(2,875,650
|
)
|
||
Outstanding - March 31, 2014
|
1,569,842
|
|||
Granted
|
7,500,808
|
|||
Exercised
|
(4,416,668
|
)
|
||
Cancelled
|
-
|
|||
Outstanding - March 31, 2015
|
4,653,982
|
Name
|
Age
|
Office
|
|
|
|
Michael A. Barron
|
64
|
Chairman of the Board of Directors, Chief Executive Officer
|
Dr. Harry Teng
|
52
|
Director
|
Louis M. Schillinger
|
65
|
Director
|
Wanda Witoslawski
|
50
|
Chief Financial Officer and Treasurer
|
·
|
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.
|
●
|
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.
|
(1)
|
Stock value calculation based on the market price of the stock at December 31, 2014.
|
(1)
|
Stock value calculation based on the market price of the stock at March 31, 2015.
|
OPTION AWARDS
|
STOCK AWARDS
|
||||||||||||||||||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number of
Securities Underlying Unexercised
Options
(#) Unexercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
Option Exercise Price
($)
|
Option
Expiration
Date
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
|
||||||||||||||||||||||||
Michael A. Barron
|
50,000
|
-
|
-
|
$
|
10.00
|
November 1, 2018
|
-
|
-
|
-
|
-
|
Amount of Beneficial
|
Percent of
|
|||||||
Directors and Officers (1)
|
Ownership (2)
|
Class (3)
|
||||||
Michael Barron, CEO/President and Chairman (4)
|
47,327,827
|
9.52
|
%
|
|||||
Wanda Witoslawski, CFO and Treasurer (5)
|
32,155,158
|
6.56
|
%
|
|||||
Harry Teng, Director (6)
|
10,000,000
|
2.10
|
%
|
|||||
Louis M. Schillinger, Director (7)
|
22,500,000
|
4.61
|
%
|
|||||
All directors and officers as a group
|
111,982,985
|
22.79
|
%
|
(1)
|
The address of each of the beneficial owners is 9480 South Eastern Ave, Suite 205, Las Vegas, Nevada 89123.
|
|
|
(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 456,696,129 shares outstanding as of March 31, 2015.
|
|
|
(4)
|
Includes 328,103 shares held by Allegheny Nevada Holdings Corporation, which is in the sole control of Michael Barron, warrants to purchase 519,396 shares of common stock and fully vested option to exercise 31,064,086 shares of common stock.
|
|
|
(5)
|
Includes fully vested option to exercise 24,665,966 shares of common stock.
|
|
|
(6)
|
Includes 10,000,000 shares of common stock to be issued as a directors' compensation.
|
(7)
|
Includes 10,000,000 shares of common stock to be issued as a directors' compensation and 12,500,000 shares of common stock to be issued as per stock purchase agreement.
|
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)
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101 INS
|
XBRL Instance Document*
|
101 SCH
|
XBRL Schema Document*
|
101 CAL
|
XBRL Calculation Linkbase Document*
|
101 DEF
|
XBRL Definition Linkbase Document*
|
101 LAB
|
XBRL Labels Linkbase Document*
|
101 PRE
|
XBRL Presentation Linkbase Document*
|
LAS VEGAS RAILWAY EXPRESS, INC.
|
|
|
|
By:
|
/
s/Michael A. Barron
|
|
Michael A. Barron, Chief Executive Officer
Principal Executive Officer
|
Name
|
|
Title
|
|
Date
|
/
s/Michael A. Barron
Michael A. Barron
|
|
Chief Executive Officer, President and Chairman (principal executive officer)
|
|
July 13, 2015
|
|
|
|
|
|
|
|
|
|
|
/s/Wanda Witoslawski
Wanda Witoslawski
|
|
Chief Financial Officer (principal financial and accounting officer)
|
|
July 13, 2015
|
|
|
|
|
|
|
|
|
|
|
/s/Harry Teng
|
|
Director
|
|
July 13, 2015
|
Harry Teng
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/
s/Louis M. Schillinger
|
|
Director
|
|
July 13, 2015
|
Louis M. Schillinger
|
|
|
|
|
1 Year United Rail (CE) Chart |
1 Month United Rail (CE) Chart |
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