10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

Commission file number: 333-218746

LAS VEGAS XPRESS, INC.

(Exact name of Registrant as Specified in its Charter)

Nevada	88-0203182
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

2381 St Rose Pkwy, Suite 200

Henderson, NV 89052

(Address of principal executive offices)

(702) 768-8109

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class	Trading Symbol(s)	Name of each Exchange on which registered
N/A	N/A	N/A

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 ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

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

Large accelerated filer	☐	Non-accelerated filer	x
Accelerated filer	☐	Smaller reporting company	x
Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐     No ☒

Number of outstanding shares of common stock as of July 2, 2020 was 3,518,965,736.

LAS VEGAS XPRESS, INC.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION		PAGE
Item 1.	Financial Statements:
	Balance Sheets – as of September 30, 2019 and December 31, 2018 (Unaudited)	3
	Statements of Operations - for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	4
	Statements of Shareholders’ Equity (Deficit) - for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	5
	Statements of Cash Flows – for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	6
	Notes to Financial Statements (Unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	19
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
SIGNATURES		22

2

PART I FINANCIAL INFORMATION

LAS VEGAS XPRESS, INC.

BALANCE SHEETS (Unaudited)

	September 30,			December 31,
	2019			2018
Assets
Current assets
Cash	$	14		$	3,088
Total current assets		14			3,088
Total assets	$	14		$	3,088
Liabilities and Shareholders’ Equity (Deficit)
Current liabilities
Accounts payable	$	78,624		$	57,037
Accrued expenses		2,513,643			2,151,867
Accrued expenses - related parties		59,667			45,918
Unearned revenue		-			1,516
Notes payable - related parties		531,127			445,045
Notes payable		2,868			2,969
Convertible notes payable (net of debt discount of $0 and $65,001, respectively)		324,058			399,111
Derivative liability		128,414			336,825
Total current liabilities		3,638,401			3,440,288
Total liabilities		3,638,401			3,440,288
Commitments and contingencies
Shareholders' equity (deficit)
Preferred stock, $0.00001 par value, 2,011,000 shares authorized, 98,800 shares issued and outstanding		1			1
Common stock, $0.00001 par value, 10,000,000,000 shares authorized, 3,518,965,736 and 742,331,965 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		35,190			7,423
Additional paid-in capital		19,597,699			19,375,323
Accumulated (deficit)		(23,271,277	)		(22,819,947	)
Total shareholders' equity (deficit)		(3,638,387	)		(3,437,200	)
Total liabilities and shareholders' equity (deficit)	$	14		$	3,088
See accompanying notes to these condensed unaudited financial statements

3

LAS VEGAS XPRESS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended			Three months ended			Nine months ended			Nine months ended
	September 30,			September 30,			September 30,			September 30,
	2019			2018			2019			2018
Revenues		-		$	-		$	-		$	13,145
Cost of sales		-			-			-			(8,754	)
Gross profit		-			-			-			4,391
Operating Expenses:
Compensation and payroll taxes		76,250			1,370,921			306,250			3,989,668
Selling, general and administrative		4,634			42,408			37,785			167,875
Professional fees		45,747			178,147			148,200			609,996
Total expenses		126,631			1,591,476			492,235			4,767,539
Loss from operations		(126,631	)		(1,591,476	)		(492,235	)		(4,763,148	)
Other income (expense)
Excess derivative liability expense		-			-			-			1,317,269
Interest expense		(50,606	)		(141,822	)		(130,779	)		(881,718	)
Gain (loss) on change in value of derivative liability		34,699			(2,625,026	)		171,684			(2,800,655	)
Total other income (expense)		(15,907	)		(2,766,848	)		40,905			(2,365,104	)
Net loss before provision for income taxes		(142,538	)		(4,358,324	)		(451,330	)		(7,128,252	)
Provision for income taxes		-			-			-			-
Net loss	$	(142,538	)	$	(4,358,324	)	$	(451,330	)	$	(7,128,252	)
Net loss per share, basic and diluted	$	(0.00	)	$	(9.62	)	$	(0.00	)	$	(2.70	)
Weighted average number of common shares outstanding, basic and diluted		3,518,677,693			452,982			2,532,442,455			2,636,921
See accompanying notes to these condensed unaudited financial statements

4

LAS VEGAS XPRESS, INC.

STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(Unaudited)

									Additional
	Common Stock				Preferred Stock				Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance December 31, 2017		118,049	$	1		98,800	$	1	$	12,968,634		$	(15,351,533	)	$	(2,382,897	)
Stock issued for compensation		121,000		1		-		-		2,184,999			-			2,185,000
Net loss		-		-		-		-		-			(2,056,256	)		(2,056,256	)
Balance March 31, 2018		239,049	$	2		98,800	$	1	$	15,153,633		$	(17,407,789	)	$	(2,254,153	)
Stock issued for compensation		12,166		0		-		-		96,246			-			96,246
Stock issued for services		25,000		0		-		-		200,000			-			200,000
Stock issued for notes and interest conversion		15,109		0		-		-		51,300			-			51,300
Warrants expense		-		-		-		-		400,000			-			400,000
Net loss		-		-		-		-		-			(713,672	)		(713,672	)
Balance June 30, 2018		291,324	$	4		98,800	$	1	$	15,901,180		$	(18,121,461	)	$	(2,220,278	)
Stock issued for compensation		90,636,451		907		-		-		1,217,872			-			1,218,778
Stock issued for services		10,000,000		100		-		-		29,900			-			30,000
Stock issued for notes and interest conversion		277,696		3		-		-		141,286			-			141,289
Stock issued for cash		53,000		1						52,999						53,000
Net loss		-		-		-		-		-			(4,358,324	)		(4,358,324	)
Balance September 30, 2018		101,258,471	$	1,013		98,800	$	1	$	17,343,236		$	(22,479,785	)	$	(5,135,535	)
Balance December 31, 2018		742,331,965	$	7,423		98,800	$	1	$	19,375,323		$	(22,819,947	)	$	(3,437,200	)
Stock issued for compensation		775,000,000		7,750		-		-		69,750			-			77,500
Stock issued for notes and interest conversion		1,025,758,503		10,258		-		-		110,267			-			120,525
Net loss		-		-		-		-		-			(189,119	)		(189,119	)
Balance March 31, 2019		2,543,090,468	$	25,431		98,800	$	1	$	19,555,340		$	(23,009,066	)	$	(3,428,294	)
Stock issued for notes and interest conversion		975,375,268		9,754		-		-		42,364						52,118
Net loss		-		-		-		-		-			(119,673	)		(119,673	)
Balance June 30, 2019		3,518,465,736	$	35,185		98,800	$	1	$	19,597,704		$	(23,128,739	)	$	(3,495,849	)
Stock issued for cash		500,000		5		-		-		(5	)		-			-
Net loss		-		-		-		-		-			(142,538	)		(142,538	)
Balance September 30, 2019		3,518,965,736	$	35,190		98,800	$	1	$	19,597,699		$	(23,271,277	)	$	(3,638,387	)
See accompanying notes to these condensed unaudited financial statements

5

LAS VEGAS XPRESS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended			Nine months ended
	September 30,			September 30,
	2019			2018
Cash flows from operating activities
Net loss	$	(451,331	)	$	(7,128,253	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount on notes payable		65,001			80,542
Common stock issued for services		-			230,000
Common stock issued for compensation		77,500			3,500,025
Change in face value of derivative liability		(171,684	)		2,800,655
Excess derivative liability expense		-			(1,317,269	)
Warrant expense		-			400,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		379,225			1,075,805
Accrued expenses - related parties		13,749			16,960
Deposit		-			143
Unearned revenue		(1,516	)		(419	)
Net cash (used in) operating activities		(89,055	)		(341,810	)
Cash flows from investing activities
Net cash provided by (used in) investing activities		-			-
Cash flows from financing activities
Proceeds from convertible notes payable		-			225,000
Repayments on convertible notes payable		-			(28,800	)
Repayments on related party notes payable		-			(8,450	)
Proceed from stock sale		-			53,000
Proceeds from related party notes payable		86,082			43,386
Repayment on notes payable		(1,647	)		-
Proceeds from notes payable		1,546			3,950
Net cash provided by financing activities		85,981			288,086
Net change in cash		(3,074	)		(53,724	)
Cash, beginning of the period		3,088			56,983
Cash, end of the period	$	14		$	3,259
Supplemental disclosure of cash flow information:
Income paid with cash	$	-		$	-
Income taxes paid	$	-		$	-
Supplemental disclosure of non-cash investing and financing transactions:
Conversion of notes payable and accrued interest to capital	$	172,643		$	192,589
Debt discount on convertible notes	$	-		$	243,579
See accompanying notes to these condensed unaudited financial statements

  

6

LAS VEGAS XPRESS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

(Unaudited)

(1) Summary of Significant Accounting Policies

Going Concern:

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has net loss of $451,330 for the nine months ended September 30, 2019. The Company also has an accumulated deficit of $23,271,277 and a negative working capital of $3,638,387 as of September 30, 2019, including outstanding convertible notes payable of $324,058. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.

While we expect the impacts of COVID-19 to have an adverse effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.

Management is attempting to raise additional equity and debt to sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Financial Statement Presentation:

The accompanying unaudited interim financial statements of Las Vegas Xpress, Inc. (the "Company") are condensed and have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or any other future period. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2018.

Risks and Uncertainties:

The Company operates in a rail industry that is subject to intense competition and potential government regulations. Significant changes in regulations and the inability of the Company to establish contracts with rail services providers could have a materially adverse impact on the Company’s operations.

Use of Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from those estimates.

7

Cash and Cash Equivalents:

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of September 30, 2019 and December 31, 2018, the Company had $14 and $3,088 in cash and cash equivalents, respectively.

Related Parties:

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 2).

Income Taxes:

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of September 30, 2019 and December 31, 2018, the Company has not established a liability for uncertain tax positions.

Basic and Diluted Loss per Share:

In accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 260, “Earnings per Share,” the basic income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings (loss) per share reflect per share amounts that would have resulted if potentially dilutive common stock equivalents had been converted to common stock. Common stock equivalents have not been included in the earnings (loss) per share computation for the nine months ended September 30, 2019 and 2018 as the amounts are anti-dilutive due to net losses. As of September 30, 2019, the Company had 1,436 outstanding warrants and convertible debt of $324,058, which were all excluded from the computation as they were anti-dilutive and are convertible into 5,997,561,071 shares of common stock. As of December 31, 2018, the Company had 3,426 outstanding warrants and convertible debt of $464,112, before debt discount of $65,001, which were all excluded from the computation as they were anti-dilutive.

Revenue Recognition:

The Company recognizes revenue from the sale of services in accordance with ASC 606, “Revenue Recognition,” only when all of the following criteria have been met:

(i)	Identify the contract(s) with a customer;
(ii)	Identify the performance obligations in the contract(s);
(iii)	Determine the transaction price;
(iv)	Allocate the transaction price to the performance obligations in the contract(s);
(v)	Recognize revenue when the Company satisfies a performance obligation.

Fair Value of Financial Instruments:

The Company’s financial instruments consist primarily of cash, prepaid expense, accounts payable and accrued liabilities, accrued expenses, convertible notes and notes payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

8

The Company adopted ASC Topic 820, Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The three-level hierarchy for fair value measurements is defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; liabilities in active markets;

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; or directly or indirectly including inputs in markets that are not considered to be active;

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

The following table summarizes fair value measurements by level at September 30, 2019 and December 31, 2018, measured at fair value on a recurring basis:

September 30, 2019	Level 1	Level 2	Level 3		Total
Liabilities
Derivative Liabilities	$	$	$	128,414	$	128,414
December 31, 2018	Level 1	Level 2	Level 3		Total
Liabilities
Derivative Liabilities	$	$	$	336,825	$	336,825

Share Based Payments:

The Company issues stock, options, and warrants as share-based compensation to employees and non-employees.

The Company accounts for its share-based compensation to employees and non-employees in accordance FASB ASC 718. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period.

During the nine months ended September 30, 2019 and 2018, the Company incurred $77,500 and $3,500,025 in stock- based compensation to employees.

9

During the nine months ended September 30, 2019, the Company did not issue any shares of common stock for outside services. During the nine months ended September 30, 2018, the Company issued 10,025,000 shares of common stock for outside services valued at $230,000.

During the nine months ended September 30, 2019 and 2018, the Company issued 2,001,133,771 shares of common stock for conversions of promissory notes and interest of $172,643. During the nine months ended September 30, 2018, the Company issued 292,805 shares of common stock for conversions of promissory notes and interest of $192,589.

(2) Related Party Notes Payable

The Company acquires on-going funding on an as-needed basis from related parties that include the Company’s officers, directors, majority shareholders, and these parties’ affiliates, pursuant to promissory notes with various origination dates in 2015 and 2017.  A summary of outstanding notes payable is as follows:

	September 30,		December 31,
	2019		2018
Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand	$	41,810	$	41,810
Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand		24,101		24,101
Promissory note, dated December 15, 2015, bearing interest at 10% annually, payable on demand		53,994		53,994
Promissory note, dated September 30, 2015, bearing no interest payable on demand		348,978		262,896
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand		59,044		59,044
Promissory note, dated September 30, 2017, bearing 10% interest, payable on demand		3,200		3,200
Total notes payable, including accrued interest	$	531,127	$	445,045

  

For the nine months ended September 30, 2019, proceeds from related parties totaled $86,082, and interest of $13,749 was accrued. For the nine months ended September 30, 2018, proceeds from related parties were $43,386 and repayments were $8,450, while interest of $16,960 was accrued. Accrued interest on related party loans totaled $59,667 and $45,918 at September 30, 2019 and December 31, 2018, respectively.

10

(3) Convertible Notes Payable

The following summarizes the book value of the convertible notes payable outstanding as of September 30, 2019 and December 31, 2018:

	September 30,		December 31,
	2019		2018
Promissory note,  dated  June 2, 2017, bearing interest of 4% annually, payable within a year, convertible to common stock at a discount of 40% of the lowest traded price of the common stock during 45 trading days prior to the conversion date. Note is currently in default.		18,260		19,100
Promissory note,  dated  September 30, 2017, bearing 10% interest, payable on demand, convertible to common stock at the discount of 35% of the lowest traded price of the common stock during 20 trading days prior to the conversion. Note is currently in default.		12,000		12,000
Promissory note,  dated  November 27, 2017, with principal amount of $85,000 and aggregate purchase price of $79,900 , bearing interest of 12% annually, payable within a year, convertible to common stock at the conversion price equal to the lower of (i) the closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date, and (ii) 50% of either the lowest sale price for the common stock during the 20 consecutive trading days including and immediately preceding the conversion date Note is currently in default.		19,580		68,396
Promissory note,  dated  December 20, 2017, bearing interest of 12% annually, payable on September 20, 2018, convertible to common stock at a discount of 50% of the lowest two traded prices of the common stock during the 25 trading days prior to the conversion date. Note is currently in default with interest rate increased to 24%.		68,686		112,000
Promissory note,  dated  April 17, 2018, bearing interest of 8% annually, payable on October 17, 2018, convertible to common stock at $15. Note is currently in default with interest rate increased to 24%.		67,916		75,000
Promissory note,  dated  April 20, 2018, bearing interest of 12% annually, payable on April 20, 2019, convertible to common stock at a discount of 50% of the average closing bid of the common stock during the 10 trading days prior to the conversion date. Note is currently in default.		50,000		50,000
Promissory note,  dated  April 30, 2018, bearing interest of 12% annually, payable on April 30, 2019, convertible to common stock at a discount of 50% of the average closing bid of the common stock during the 10 trading days prior to the conversion date. Note is currently in default.		50,000		50,000
Promissory note,  dated  January 5, 2018, bearing interest of 10% annually, payable on July 5, 2018, convertible to common stock at a discount of 25% of the average of 5 lowest traded prices of the common stock during the 10 trading days prior to the conversion date. Note is currently in default.		37,616		37,616
Promissory note, dated  November 14, 2018, bearing interest of 14% annually, payable on August 30, 2019, convertible to common stock at a discount of 45% of the one lowest traded price of the common stock during the 25 trading days prior to the conversion date.		-		40,000
Convertible notes before debt discount		324,058		464,112
Less debt discount		-		(65,001	)
Total outstanding convertible notes payable	$	324,058		399,111

During the nine months ended September 30, 2019, the Company converted $140,054 convertible note principal and $32,589 in interest ($172,643 total debt) into 2,001,133,771 shares of common stock (Note 5), and recorded debt discount amortization of $65,001.

During the nine months ended September 30, 2018, the Company received proceeds of $225,200 from convertible notes and recorded debt discount amortization of $80,542.  The Company repaid $28,800 on convertible notes and converted $140,200 in convertible note principal and $52,389 in interest ($192,589 total debt) into 292,805 shares of common stock (Note 5).

11

(4) Derivative Instruments

The Company analyzed the conversion option for derivative accounting consideration under ASC 815, “Derivatives and Hedging,” and determined that the convertible notes should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2019 and December 31, 2018. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note and warrant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in September 30, 2019 and December 31, 2018:

	Nine Months Ended			Year Ended
	September 30, 2019			December 31, 2018
Expected term		0.00- 1.23 years			0.4 – 0.96 years
Expected average volatility		615.5	%		313.6	%
Expected dividend yield		-			-
Risk-free interest rate		1.65–2.97	%		1.28–1.76	%

The Company valued the conversion feature using the Black-Scholes valuation model. The fair value of the derivative liability for all the notes that were convertible as of September 30, 2019 and December 31, 2018 amounted to $128,414 and $336,825, respectively.

(5) Equity

Common and Preferred Stock

The Company is authorized to issue 10,000,000,000 shares of common stock and 1,000,000 shares of preferred A (each share convertible on one for one base for common stock, no voting rights), 10,000 shares of preferred A-2 convertible into four times the sum of all shares of common stock issued and outstanding with the same voting rights), 1,000,000 shares of preferred B (each share converted into 10 shares of common stock and has 10 votes for any election) and 1,000 shares of preferred C class (each share is not convertible and has voting rights equal to four time the sum of total common stock shares issued and outstanding plus the total number of series B, A and A-2 that are issued and outstanding.) The increase in authorized shares of common stock from 500,000,000 to 1,000,000,000 was approved by the shareholders and Board of Directors on September 27, 2017. The increase from 1,000,000,000 to 3,000,000,000 shares was effective December 12, 2017, the increase from 3,000,000,000 to 5,000,000,000 shares was effective March 21, 2018 and the increase from 5,000,000,000 to 10,000,000,000 was effective May 17, 2018.

As of September 17, 2018, a reverse stock split in the ratio 5,000-for-1 share and the name change from X Rail Entertainment, Inc. to Las Vegas Xpress, Inc. was effective. The stock split has been retroactively reflected for all periods presented.

During the nine months ended September 30, 2019, the Company issued an aggregate of 775,000,000 shares of common stock for compensation of $77,500 valued at the stock price on grant date. During the nine months ended September 30, 2018, the Company issued an aggregate of 90,769,617 shares of common stock for compensation of $3,500,025.

12

During the nine months ended September 30, 2019, the Company issued an aggregate of 2,001,133,771 shares of common stock for note and interest conversion of $172,643. During the nine months ended September 30, 2018 the Company issued 292,805 shares of common stock for note and interest conversion of $192,589.

There were no warrants exercised during the nine months ended September 30, 2019 and 2018.

During the nine months ended September 30, 2019 and 2018, the Company issued 0 and 10,025,000 shares of common stock for services valued at the market price of $0 and $230,000 on the grant date.

During the nine months ended September 30, 2019, the Company issued 500,000 shares for cash of $5,000 which was received on October 1, 2018.

Warrants

The Company accounted for the issuance of Warrants in conjunction from the issuance of convertible notes as an equity instrument and recognized the warrants under the Black-Scholes valuation model based on the Company’s market share price on the grant date.

The below table summarizes warrant activity during the nine months ended September 30, 2019:

	Number of Shares			Weighted- Average Exercise Price
Balances as of December 31, 2018		3,426		$	750
Granted		-			-
Exercised		-			-
Forfeited		(1,990	)		-
Balances as of September 30, 2019		1,436		$	750

The Company values stock compensation based on the market price on the grant date. The Company values warrants using the Black-Scholes option pricing model. Assumptions used in the Black-Scholes model to value options and warrants issued during the nine months ended September 30, 2019 were as follows:

Variables	Values as of September 30, 2019			Values as of September 30, 2018
Stock price		0.0001			4.00
Exercise Price		750			750
Term	0.66-1.23 years			1.66-2.84 years
Risk Free Rate		0.25	%		0.25	%
Volatility	579.6%-674.6		%	262.9%-616.2		%

The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2019:

Warrants Outstanding						Warrants Exercisable
		Weighted Average
Number		Remaining Contractual		Weighted Average		Number		Weighted Average
of Shares		life (in years)		Exercise Price		of Shares		Exercise Price
	1,436		0.81	$	750		1,436	$	750

As of September 30, 2019, the aggregate intrinsic value of warrants outstanding was $0.14 based on the closing market price of $0.0001 on September 30, 2019.

(6) Subsequent Events

The Company has examined events occurring subsequent to September 30, 2019 through the date these financial statements were issued and determined there are no events to disclose.

13

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about the Company's business, financial condition and prospects that reflect management's assumptions and beliefs based on information currently available. There can be no assurance that the expectations indicated by such forward-looking statements will be realized. If any of management's assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Las Vegas Xpress, Inc.’s actual results may differ materially from those indicated by the forward- looking statements.

The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, managements' ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry, as well as the risk factors identified in the Company’s filings.

When used in this Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. However, the forward-looking statements contained herein are not covered by the safe harbors created by Section 21E of the Securities Exchange Act of 1934.

The following discussion should be read in conjunction with our condensed financial statements and notes thereto included elsewhere herein.

Business Overview

Las Vegas Xpress, Inc. is in the specialty passenger train business and has three operating divisions: the X Train, currently in the planning stages, is an excursion railroad between metropolitan areas and resort/casino destinations: X Wine Railroads is planned to be a rail excursion from metropolitan areas to wine regions: and Club X Train, currently in the planning stages, is a riders membership club for X Train customers.

X Train

The X Train will be an excursion passenger rail service operated by United Rail, between Los Angeles and Las Vegas.

United Rail is a related party company that will provide the locomotives, crew and railcars for the project. Las Vegas Xpress, Inc. will provide a complete bundled package of services including ticket, rooms and transfers to & from the station and weekend events such as access to nightclubs, golf outings and restaurants.

X Wine Railroad

The Company’s X Wine Railroad service from LA Union Station to Santa Barbara California is planned to run on a scheduled basis, once a month on Saturdays, with individual riders (retail) as well as charters for corporate outings and special events (corporate). The X Wine Railroad will provide a unique wine tasting experience to riders who take the train aboard special period classic railcars and an excursion to the Los Olivos wine area of Southern California. Over 250 private wineries reside in the area and the X Wine Railroad will provide private access to these vineyards on an exclusive basis. Ticket prices are $369 per person, all inclusive. Since February 2017 this train has run once and the Company anticipates to continue to run this train intermittently, depending on demand. X Wine provides an all-inclusive day trip including a gourmet breakfast, wine tasting in the wineries, wine and cheese lunch at the wineries, and a gourmet dinner on the train's return trip. The Company temporarily suspended the service until 2021 due to change in Amtrak policies.

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Club X Train

Club X Train, which is still in the planning stage, will be a one stop shop for all Las Vegas rooms, activities, tours, show tickets and packages. Las Vegas shows, hotel rooms, tours, nightclubs and attractions will all available for members of ClubXTrain.com. This will be the only site riders need to plan their Vegas vacation getaway.

We anticipate that when a customer purchases a train ticket on either the X Train (once it commences operations) or any of the X Wine Railroad excursions, such tickets will include enrollment in our Club X membership club. Members will receive points from each excursion they ride and will be provided discounts on products and services we provide. The more they ride, the more points they will receive. Club X train will be the customer's ticket within Vegas for access to nightclubs, hosted bottle service, pool parties, gentlemen's clubs and the Club X Train Crawl: a high end to visiting three nightclubs in one night. Customers will outline their desired plan for the evening and Club X Train will take care of arranging all the details. We expect to commence offering Club X Train service when the X Train commences running, currently anticipated to be January 2022.

Critical Accounting Policies

The preparation of our condensed financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to impairment of long-lived assets, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during the fiscal year.

15

Results of Operations for the Three Months Ended September 30, 2019 as Compared to the Three Months Ended September 30, 2018

The following is a comparison of the results of operations for the three months ended September 30, 2019 and 2018.

	Three months ended
	September 30,			September 30,
	2019			2018			$ Change			% Change
Revenues	$	-		$	-		$	-			0.0	%
Cost of sales		-			-			-			0.0	%
Gross profit (loss)		-			-			-			0.0	%
Operating Expenses:
Compensation and payroll taxes	$	76,250		$	1,370,921		$	(1,294,671	)		-94.4	%
Selling, general and administrative		4,634			42,408			(37,744	)		-89.1	%
Professional fees		45,747			178,147			(132,400	)		-74.3	%
Total expenses		126,631			1,591,476			(1,464,845	)		-92.0	%
Loss from operations		(126,631	)		(1,591,476	)		1,464,845			-92.0	%
Other income (expense)
Excess derivative liability expense		-			-			-			0.0	%
Interest expense		(50,606	)		(141,822	)		91,216			-64.3	%
Gain (loss) on change in value of derivative liability		34,699			(2,625,026	)		2,659,725			-101.3	%
Total other income (expense)		(15,907	)		(2,766,848	)		2,750,941			-99.4	%
Net loss before provision for income taxes		(142,538	)		(4,358,324	)		4,215,786			-96.7	%
Provision for income taxes		-			-			-			0.0	%
Net loss	$	(142,538	)	$	(4,358,786	)	$	4,215,786			-96.7	%

Revenue

During the three months ended September 30, 2019 and 2018, the Company didn’t generate any revenue, since it temporarily discontinued its operation of the X Wine Railroad. The Company plans to reestablish the service in 2021.

Operating Expenses

Compensation expense decreased by $1,294,671, or 94.4%, during the three months ended September 30, 2019 as compared to the three months ended September 30, 2018. The decrease in compensation expense was primarily due to lower payroll in 2019 and issuances of stock to management in 2018. Selling, general and administrative expenses decreased by $37,744, or 89.1%, during the three months ended September 30, 2019 as compared to the same period in 2018 primarily due to decrease in travel and office expenses. Professional fees decreased by $132,400, or 74.3%, during 2019 as compared to 2018 due primarily to decreases in consulting services.

Other (Expense) Income

Interest expense decreased by $91,216, or 64.3%, during the quarter ended September 30, 2019 as compared to the same period in 2018 due to lower convertible promissory notes in 2019. During the three months ended September 30, 2019, change in fair value of derivative liability decreased by $2,659,725 or 101.3%.

16

Results of Operations for the Nine Months Ended September 30, 2019 as Compared to the Nine Months Ended September 30, 2018

The following is a comparison of the results of operations for the nine months ended September 30, 2019 and 2018.

	Nine months ended
	September 30,			September 30,
	2019			2018			$ Change			% Change
Revenues	$	-		$	13,145		$	(13,145	)		-100.0	%
Cost of sales		-			(8,754	)		8,754			-100.0	%
Gross profit		-			4,391			(4,391	)		-100.0	%
Operating Expenses:
Compensation and payroll taxes	$	306,250		$	3,989,668		$	(3,683,418	)		-92.3	%
Selling, general and administrative		37,785			167,875			(130,090	)		-77.5	%
Professional fees		148,200			609,996			(461,796	)		-75.7	%
Total expenses		492,235			4,767,539			(4,275,305	)		-89.7	%
Loss from operations		(492,235	)		(4,763,148	)		4,270,913			-89.7	%
Other income (expense)
Excess derivative liability expense		-			1,317,269			(1,371,269	)		-100.0	%
Interest expense		(130,779	)		(881,718	)		750,939			-85.2	%
Gain (loss) on change in value of derivative liability		171,684			(2,800,655	)		2,972,339			-106.1	%
Total other income (expense)		40,905			(2,365,104	)		2,406,009			-101.7	%
Net loss before provision for income taxes		(451,330	)		(7,128,252	)		6,676,922			-93.7	%
Provision for income taxes		-			-			-			-
Net loss	$	(451,330	)	$	(7,128,252	)	$	6,676,922			-93.7	%

   

Revenue

During the nine months ended September 30, 2019, the Company didn’t generate any revenue, since it temporarily discontinued its operation of the wine train. During the nine months ended September 30, 2018, the Company generated minimal revenue from operating the wine train in Santa Barbara, CA. Revenue was generated from selling train tickets, food and beverage and wine tours. The Company plans to reestablish the service in 2021.

Operating Expenses

Compensation expense decreased by $3,683,418, or 92.3%, during the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018. The decrease in compensation expense was primarily due to issuances of stock to management in 2018. Selling, general and administrative expenses decreased by $130,090, or 77.5%, during the nine months ended September 30, 2019 as compared to the same period in 2018 primarily due to decrease in travel and office expenses. Professional fees decreased by $461,796, or 75.7%, during 2019 as compared to 2018 due primarily to decreases in consulting services.

Other (Expense) Income

Interest expense decreased by $750,939, or 85.2%, during the nine months ended September 30, 2019 as compared to the same period in 2018 due to lower debt. During the nine months ended September 30, 2019, change in fair value of derivative liability decreased by $2,972,339 or 106.1%.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support asset growth, satisfy disbursement needs, maintain reserve requirements and otherwise operate on an ongoing basis. The Company has limited operating revenues and is currently dependent on debt financing and sale of equity to fund operations.

17

As shown in the accompanying financial statements, the Company has a net loss of $451,330 for the nine months ended September 30, 2019, and a net loss of $7,128,253 for the nine months ended September 30, 2018. The Company also has an accumulated deficit of $23,271,279 and a negative working capital of $3,638,389 as of September 30, 2019, which includes outstanding convertible notes payable $324,058. Management believes that it will need additional equity or debt financing to be able to implement its business plan. Given the lack of significant revenue, capital deficiency and negative working capital, there is substantial doubt about the Company’s ability to continue as a going concern.

We believe that the successful growth and operation of our business is dependent upon our ability to do the following:

obtain adequate sources of debt or equity financing to acquire existing passenger rail operations; and

manage or control working capital requirements by controlling operating expenses.

Management is attempting to raise additional equity and debt to acquire several operating passenger rail operations which will sustain operations until it can market its services and achieves profitability. The successful outcome of future activities cannot be determined at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

Cash Flows

Net cash used in operating activities for the nine months ended September 30, 2019 and 2018 were $(89,055) and $(230,410), respectively. Cash used in operating activities for the nine months ended September 30, 2019 and 2018 were primarily due to net loss of $451,331 and $7,128,253, respectively. During the nine months ended September 30, 2019, the net loss included significant non-cash expenses of $65,001 in debt discount amortization, $77,500 in stock issued for compensation, and $171,684 in excess derivative liability expense, as well as $391,459 in changes in operating assets and liabilities. During the nine months ended September 30, 2018, the net loss included significant non-cash expenses of $3,500,025 in stock issued for compensation, $80,542 in debt discount amortization, $230,000 in stock issued for services, $1,317,269 in excess derivative expense and $2,800,655 gain on change in derivative liability related to convertible notes payable, and $400,000 in warrant expense, as well as $1,092,489 in changes in operating assets and liabilities.

There were no investing activities during the nine months ended September 30, 2019 and 2018.

Net cash provided by financing activities for the nine months ended September 30, 2019 amounted to $85,981, which consisted of proceeds from notes payable of $1.546, repayments on notes payable of $1,647 and $86,082 in proceeds from related party notes payable. Net cash provided by financing activities for the nine months ended September 30, 2018 was $176,686, which consisted of $225,000 in proceeds from convertible notes payable and $140,200 in repayments on convertible notes payable, as well as $43,386 from proceeds from related party notes payable and $8,450 in repayments on related party notes.

Description of Indebtedness

For a complete description of our outstanding debt as of September 30, 2019 and December 31, 2018, see Notes 2 and 3 to the financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

18

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures and Changes in Internal Control over Financial Reporting

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 30, 2019. In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2019, our disclosure controls and procedures were not effective.

Management’s Responsibility for Financial Statements

Our management is responsible for the integrity and objectivity of all information presented in this Quarterly Report on Form 10-Q. The financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and include amounts based on management’s best estimates and judgments. Management believes the financial statements fairly reflect the form and substance of transactions and that the financial statements fairly represent the Company’s financial position and results of operations.

Changes in Internal Control Over Financial Reporting

There were no changes during the nine months ended September 30, 2019 in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

On June 11, 2020, Michael Barron resigned as a CEO of Las Vegas Xpress, Inc. Albert Koenigsberg was appointed by the Board of Directors as a new CEO effective June 11, 2020.

19

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations and there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the nine months ended September 30, 2019, the Company issued shares of its common stock as follows:

775,000,000 shares issued for compensation valued at $77,500.

2,001,133,771 shares issued for notes and interest conversion valued at $172,643.

500,000 shares issued for cash of $5000, which was received on October 1, 2018.

The above referenced issuances were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 3. Default Upon Senior Securities

As of September 30, 2019, we are in default on certain convertible promissory notes:

Promissory note dated December 20, 2017 payable on September 20, 2018 to Auctus Fund, LLC with outstanding balance of $68,686.

Promissory note dated January 5, 2018 payable on July 5, 2018 to GPL Ventures LLC with outstanding balance of $37,616.

Promissory note dated April 18, 2018 payable on October 17, 2018 to L2 Capital, LLC with outstanding balance of $67,916.

Promissory note dated June 2, 2017 payable on June 2, 2018 to East Shore Equities with outstanding balance of $18,260.

Promissory note dated September 30, 2017 payable on September 30, 2018 to Vortex Capital with outstanding balance of $12,000.

Promissory note dated November 27, 2017 payable on November 27, 2018 to EMA Financial, LLC with outstanding balance of $19,580.

Promissory note dated April 20, 2018 payable on April 20, 2019 to BGR Government Affairs with outstanding balance of $50,000.

Promissory note dated April 30, 2018 payable on April 30, 2019 to Albee There Too, LLC with outstanding balance of $50,000.

Item 4. Mine Safety Disclosures

Not applicable to our Company.

Item 5. Other Information.

None

20

Item 6. Exhibits.

Exhibit No.	Description
10.1	Resignation letter of CEO dated June 11, 2020 as filed by 10-Q dated June 19, 2020
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
32.	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
EX-101.INS	XBRL INSTANCE DOCUMENT
EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB	XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

21

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 2, 2020	Las Vegas Xpress, Inc.
	By:	/s/ Albert Koenigsberg
		Chief Executive Officer (principal executive officer)
Date: July 2, 2020
	By:	/s/ Wanda Witoslawski
		Chief Financial Officer (principal financial officer)

22

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF

THE SARBANES – OXLEY ACT OF 2002

I, Albert Koenigsberg, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Las Vegas Xpress, 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: July 2, 2020	By:	/s/ Albert Koenigsberg
		Albert Koenigsberg
		Chief Executive Officer

EX-31.2

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 quarterly report on Form 10-Q of Las Vegas Xpress, 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: July 2, 2020	By:	/s/  Wanda Witoslawski
		Wanda Witoslawski
		Chief Financial Officer

EX-32

EXHIBIT 32

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 Quarterly Report of Las Vegas Xpress, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Albert Koenigsberg, 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.

By:	/s/ Albert Koenigsberg
	Albert Koenigsberg
	Chief Executive Officer

By:	/s/ Wanda Witoslawski
	Wanda Witoslawski
	Chief Financial Officer