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.
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             (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
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               (Address of Principal Executive Offices) (Zip Code)

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


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          (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))





SECTION 3. SECURITIES AND TRADING MARKETS

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES
--------------------------------------------------

         See Section 8, Item 8.01 in this Report.


SECTION 8. OTHER EVENTS

ITEM 8.01  OTHER EVENTS
-----------------------

         Envision  Solar   International,   Inc.,  a  Nevada   corporation  (the
"Company") is making a private placement of its common stock for general working
capital  purposes.  The private  placement is being made pursuant to Rule 506 of
Regulation D promulgated  under Section 4(2) of the  Securities  Act of 1933, as
amended.

         In this  private  placement,  the Company is  offering up to  8,000,000
shares of the  Company's  common stock for a purchase  price of $0.25 per share,
seeking to raise $2 million (plus an 800,000 share over allotment  option).  The
closing is currently scheduled for March 31, 2012, but may be extended for up to
an additional 60 days. As of the date of this Report, we have not yet raised any
capital pursuant to this offering.


                                   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 29, 2012                By: /s/ Desmond Wheatley
                                  --------------------------------------------
                                   Desmond Wheatley, Chief Executive Officer




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