<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>envisionsolar8kmar222012.txt
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 22, 2012

                       ENVISION SOLAR INTERNATIONAL, INC.
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          NEVADA                     333-147104                26-1342810
----------------------------  ------------------------    -------------------
(State or other Jurisdiction  (Commission File Number)       (IRS Employer
     of Incorporation)                                    Identification No.)


               7675 DAGGET STREET, SUITE 150, SAN DIEGO, CA 92111
     ----------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


       Registrant's telephone number, including area code: (858) 799-4583



     ----------------------------------------------------------------------
          (Former name or former address if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:


o    Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

o    Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

o    Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>

ITEM 1.01:  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
------------------------------------------------------

         On March 22, 2012, the Company entered into an investment bank services
agreement with Allied Beacon  Partners,  Inc.  ("Allied  Beacon"),  a registered
securities  broker dealer,  to assist in the fund raising efforts  relating to a
$2,200,000 private placement  offering to be made by the Company.  Allied Beacon
will be  compensated  with an eight  percent  (8%)  cash fee for any  investment
brought into this offering,  and additionally,  they will receive a five percent
(5%) fee payable in warrants for the purchase of shares of common  stock.  These
warrants  will have a five year term and a strike  price of one  hundred and ten
percent  (110%) of the  subscribed  price of common stock in the  offering.  The
subscription price in the offering is $0.25 per share of common stock.

         Jay Potter, our Director,  is a registered  representative  with Allied
Beacon.

          A copy of this  agreement  is attached  hereto as exhibit  10.1 and is
incorporated herein by reference.

ITEM 9.01:  FINANCIAL STATEMENTS AND EXHIBITS.
----------------------------------------------

(d) Exhibits

10.1     Investment Bank Services Agreement with Allied Beacon


                                   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.





                                    ENVISION SOLAR INTERNATIONAL, INC.

March 23, 2012                      By: /s/ Desmond Wheatley
                                        --------------------
                                    Desmond Wheatley, Chief Executive Officer















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