UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
LAS VEGAS RAILWAY EXPRESS, INC. |
(Name of Issuer) |
|
COMMON STOCK, $0.0001 PAR VALUE PER SHARE |
(Title of Class of Securities) |
|
517815106 |
(CUSIP Number) |
|
Gary J. McAdam |
8480 E. Orchard Road |
Suite 3600 |
Greenwood Village, CO 80111 |
(303) 713-1802 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
|
February 13, 2013 |
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ..
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GROWTH VENTURES, INC. 84-0843395 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) X . (B) . | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS* WC | ||
5 | Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) .
| ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Colorado | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7
| SOLE VOTING POWER 0 SHARES | |
8
| SHARED VOTING POWER 1,000,000 SHARES | ||
9
| SOLE DISPOSITIVE POWER 0 SHARES | ||
10
| SHARED DISPOSITIVE POWER
1,000,000 SHARES | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 shares | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* . | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.66% | ||
14 | TYPE OF REPORTING PERSON* CO | ||
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1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GROWTH VENTURES, INC. PENSION PLAN AND TRUST 20-0474908 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) X . (B) . | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS* WC | ||
5 | Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) .
| ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Colorado | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7
| SOLE VOTING POWER 0 SHARES | |
8
| SHARED VOTING POWER
2,000,000 SHARES | ||
9
| SOLE DISPOSITIVE POWER 0 SHARES | ||
10 | SHARED DISPOSITIVE POWER
2,000,000 SHARES | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 Shares | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* . | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% | ||
14 | TYPE OF REPORTING PERSON* OO | ||
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1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GROWTH VENTURES, INC. ROTH 401K 20-0474972 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) X . (B) . | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS* WC | ||
5 | Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) .
| ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Colorado | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7
| SOLE VOTING POWER 0 SHARES | |
8
| SHARED VOTING POWER 6,500,000 SHARES | ||
9
| SOLE DISPOSITIVE POWER 0 SHARES | ||
10 | SHARED DISPOSITIVE POWER
6,500,000 SHARES | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,500,000 Shares | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* . | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% | ||
14 | TYPE OF REPORTING PERSON* OO | ||
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1 | NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) GROWTH VENTURES, INC. PROFIT SHARING PLAN & TRUST 20-0474972 | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) X . (B) . | ||
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS* WC | ||
5 | Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) .
| ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Colorado | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7
| SOLE VOTING POWER 0 SHARES | |
8
| SHARED VOTING POWER 4,000,000 SHARES | ||
9
| SOLE DISPOSITIVE POWER 0 SHARES | ||
10 | SHARED DISPOSITIVE POWER
4,000,000 SHARES | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000 Shares | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* . | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% | ||
14 | TYPE OF REPORTING PERSON* OO | ||
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, $0.0001 par value per share (the “Common Stock”), of Las Vegas Railway Express, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 6650 Via Austi Parkway, Suite 170, Las Vegas, NV 89119.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D Statement is hereby filed jointly by Gary J. McAdam, an individual, Growth Ventures, Inc., a Colorado corporation (“Growth Ventures”), Growth Ventures, Inc. Pension Plan and Trust, Growth Ventures, Inc. Profit Sharing Plan & Trust, and Growth Ventures, Inc. Roth 401K, retirement plans subject to the Employee Retirement Income Security Act of 1974, as amended (collectively, the “Reporting Persons”). Mr. McAdam controls Growth Ventures and each of the retirement plans.
Due to his relationship to Growth Ventures, Mr. McAdam may be deemed to have shared voting and investment power with respect to the shares of Common Stock beneficially owned by Growth Ventures and each of the retirement accounts. As such, Mr. McAdam may be deemed to have shared beneficial ownership over such shares of Common Stock.
Growth Ventures, Inc. is a Colorado corporation and each of the retirement plans was formed under the laws of Colorado. Mr. McAdam is a citizen of the United States.
The principal business address of each Reporting Person is 8480 E. Orchard Road, Suite 3600, Greenwood Village, CO 80111.
During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or, (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Prior to February 13, 2013, Growth Ventures, Growth Ventures, Inc. Pension Plan and Trust, and Growth Ventures, Inc. Roth 401K acquired beneficial interest in 5,500,000 shares of Common Stock in private transactions from the Issuer or private parties for $275,000. These shares in the aggregate represented less than 5% of the outstanding shares of Common Stock.
On February 13, 2013, Growth Ventures, Inc. Roth 401K and Growth Ventures, Inc. Profit Sharing Plan & Trust each invested $100,000 in a convertible promissory note of the Issuer convertible into 2,000,000 shares of Common Stock and each received warrants to purchase 2,000,000 shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock and the convertible notes and warrants were acquired by the Reporting Persons for investment purposes, including the disposition of existing shares of Common Stock owned by the Reporting Persons. The Reporting Persons do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of February 19, 2013, the Issuer had 151,511,882 shares of Common Stock issued and outstanding. After the consummation of the transactions described in Item 3 of this Schedule 13D, the Reporting Persons have shared power to vote and direct the disposition of 13,500,000 shares of Common Stock, which constitutes approximately 8.46% of the outstanding shares. All of these shares have shared voting and dispositive power between the record owner and Mr. McAdams. The Reporting Persons have not effected any transactions in the Common Stock during the past 60 days, except as described in this Schedule 13D and except for the sale of 260,000 shares of Common Stock by Growth Ventures, Inc. Pension Plan & Trust. The Reporting Persons have the shared right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock they own as provided herein.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 21, 2013 | Growth Ventures, Inc. |
| |
| By: | /s/ Gary J. McAdam |
|
|
| Gary J. McAdam, President |
|
Dated: February 21, 2013 | Growth Ventures, Inc. Pension Plan and Trust Growth Ventures, Inc. Roth 401K Growth Ventures, Inc. Profit Sharing Plan & Trust |
| |
| By: | /s/ Gary J. McAdam |
|
|
| Gary J. McAdam, Trustee |
|
Dated: February 21, 2013 |
/s/ Gary J. McAdam |
| |
| Gary J. McAdam |
| |
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