UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 (MARK
ONE)
 
 [X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For
the fiscal year ended March 31, 2009
 
 Commission
file number
 333-144973
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 (Exact
name of Registrant as Specified in its Charter)
 
 
 Delaware
                  56-2646797(State
      or Other Jurisdiction of Incorporation or Organization)
                  (I.R.S.
      Employer Identification
Number)
 
 
 2470 St.
Rose Parkway
 Henderson, NV  89074
 (Address
of principal executive offices)
 
 702-914-4300
 (Issuer’s
telephone number)
 
 CORPORATE
OUTFITTERS, INC.
 3327 West Indian Trail Road, Suite
152,
 Spokane,WA99208
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 
 
 Securities
registered pursuant to Section 12(b) of the Act: None
 
 Securities
registered pursuant to Section 12(g) of the Act:
 
 COMMON STOCK, $0.0001 PAR
VALUE
 (Title of
Class)
  
 
 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 [X]  No [
  ]
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes
[   ] No [X]
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. . Yes [  ] No [X]
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filer [   ] (Do not check if a smaller reporting
company) Smaller reporting company [X]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
 Yes
[   ] No [X]
 
 Aggregate
market value of Common Stock held by shareholders based on the closing price of
the registrant's Common Stock on the OTCBB on July 10, 2009 was $786,400.
 
 Number of
outstanding shares of common stock as of July 10, 2009 was
8,737,779.
 
 Documents
Incorporated by Reference:  None.
  Transitional Small Business Disclosure
Format (Check one):
 Yes []  No
[X]
  2
  LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 TABLE
OF CONTENTS
 
 PagePART
      IItem
      1.
                    Description
      of Business
                    4Item
      2.
                    Description
      of Property
                    7Item
      3.
                    Legal
      Proceedings
                    7Item
      4.
                    Submission
      of Matters to a Vote of Security Holders
                    7PART
      IIItem
      5.
                    Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities.
                    7Item
      6.
                    Selected
      Financial Data
                    8Item
      7.
                    Management’s
      Discussion and Analysis or Plan of Operation
                    8Item
      7A.
                    Quantitative
      and Qualitative Disclosures About Market Risk.
                    12Item
      8.
                    Financial
      Statements
                    15Item
      9AT.
                    Controls
      and Procedures
                    28Item
      9B.
                    Other
      Information
                    29PART
      IIIItem
      10.
                    Directors,
      Executive Officers, Promoters and Control Persons; Compliance With Section
      16(a) of the Exchange Act
                    29Item
      11.
                    Executive
      Compensation
                    31Item
      12.
                    Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                    33Item
      13.
                    Certain
      Relationships and Related Transactions and Director
      Independence.
                    33Item
      14.
                    Principal
      Accountant Fees and Services
                    33Item
      15.
                    Exhibits
                    34SIGNATURES
                    36
 
 
  3
  PART
I
 
 This
Annual 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, Liberty
Capital Asset Management, Inc., 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, acceptance of the Company's products and
services, the Company's ability to expand its customer base, managements'
ability to raise capital in the future, the retention of key employees and
changes in the regulation of our industry.
 
 There may be other risks and
circumstances that management may be unable to predict. 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 mortgage banking
industry is continually vulnerable to current events that occur in the financial
services industry. These events include the current subprime market changes in
economic indicators, government regulation, interest rates, price competition,
geographic shifts, disposable income, housing prices, market liquidity, market
anticipation, and customer perception, as well as others. The factors that
affect the industry change rapidly and can be unforeseeable.
 
 Item
1.    Description of Business
 
 Company Overview:The
Company was formed in 2003 as CD Banc LLC with the purpose of acquiring real
estate assets and holding them for long-term appreciation. In August of 2007, CD
Banc LLC acquired an interest in HCI, a mortgage banking company with 50 FHA
lending branches.  On September 30, 2008, the Company’s Board of
Directors rescinded the transaction retroactively to January 1, 2008, as
consideration for the transaction was never duly executed by the
parties.  In September of 2007, CD Banc acquired 4,426 non performing
sub-prime mortgage loans from South Lake Capital for a total consideration of
$5,015,485. Liberty Capital Asset Management, a Nevada corporation, was formed
in July of 2008 as a holding company for all the assets of CD Banc LLC in
contemplation of the company going public via a reverse merger into a publicly
trading corporation. In October 2008, Liberty Capital Asset Management completed
a share exchange and asset purchase agreement with Corporate Outfitters Inc., a
publicly-traded Delaware corporation which subsequently changed its name to
Liberty Capital Asset Management Inc. The company (Liberty) is currently traded
on the OTC:BB under the symbol LCPM.  The Company has been
actively engaged ingenerating revenues from
reperforming, sale of loans and fee revenuesince July 1,
2007.
 
 
 BusinessOpportunity:The Company acquires pools of
non-performing loans and then re-performs those loans by restructuring the
financial parameters such that the defaulted borrower can return to making
payments in a timely manner again. The Company affects this by carefully
analyzing the individual borrower’s payment history, defining just how much the
borrower can afford to pay each month, and then restructuring the financial
variables (interest rate, principal amount etc.) such that the borrower can
afford the new payment. The loans are held for six months to one year and the
new re-performing payment history creates loans having much more value than the
partnership paid for it. The Company then either sells the loan or pool of
reconditioned loans to a bulk purchaser or refinances the borrower out of the
loan.
 
 Market:With the default and collapse of the
sub-prime market over the lastyear, we have found that we are highly
experienced in the mitigation of losses due to the deep discounts now offered
for distressed credit loans. With so many companies going out of business
(www.mortgageimplode.com) and the ensuing panic, not only does
the Company enjoy a great business opportunity from having a functional loan
resolution platform for fee income, but the Company is also in the mainstream of
the discount loan deal flow. This unique view gives the Company an opportunity
to view loan pools slated for scratch & dent disposition and compare them to
the results the Company has achieved with other pools
  4
 
 Business
PropositionThe Company has
analyzed the existing marketplace of loans and segmented it into three
categories, each with their unique traits which affect yield and ROI. The table
below indicates the segmentation of the market.
 
 Loan Type
                    Description
                    Price range
                    Workout
      strategySub Prime
                      Performing
                    Violated payment but now
      current
                    50% - 70%
                      Of face
    value
                    Hold for long-term recovery of
      face valueSub-Prime
                      Non-performing
                    Continues a pattern of sporadic or
      partial payment
                    30% - 50%
                      Of face
    value
                    Hold for long term recovery of
      face valueStructurally
                      Impaired
                    Unwilling or unable to make
      payments
                    1% - 30%
                      Of face
    value
                    Restructure loan so borrowers can
      make a payment at any level. Re-establish credit. Refinance loan as the
      take out.
 
 Evaluation of Segmentation of Loan
market:
  1.
                Sub-Prime
      Performing –these
      loans are contractually current but may have been delinquent in the
      past.  If newly originated loans are delinquent in the first 1-3
      months it is most likely that they will not be eligible for sale in the
      secondary market and thus fall into the scratch and dent
      category.  Other characteristics that could render an otherwise
      performing loan as S & D include inadequate loan documentation, a
      deficient appraisal, past credit deficiencies, or non-conforming loan to
      value or income ratios. Borrowers here have FICO scores between 550 and
      680. Although the loan may be current, borrowers with this credit profile
      have a history of not making their payment obligations on time or even
      defaulting.Assessment:An investment strategy built
      around purchasing loan pools in this category and paying current market
      rates of 50% to 70% of face value in the hope that a long term hold will
      recover the face value is flawed.These loans are like slightly
      spoiled fruit. Initially it doesn’t look too bad, but if left out and not
      refrigerated, will rot. Time will only decline the value here, not improve
      it.
  2.
                Sub-Prime Non
      Performing– these
      loans are not contractually current but borrowers may have entered into a
      modification or catch-up plan with the lender and are therefore current on
      what is known as a “recency” basis.  Often times, these loans
      will temporarily become past due as a result of the borrower experiencing
      job loss, medical problems and expenses or a divorce. Characteristics of
      these borrowers are similar to category 1 above except that the FICO
      scores of the borrowers in this category are
  lower.Assessment: These loans will decay much more
      rapidly than those in category 1 since there is already a default present
      in most of the portfolio. The value of these pools declines over
      time.
  3.
                Structurally
      Impaired –these are
      the lowest quality loans as the borrower is delinquent, not currently
      making regular payments and not expected to do so in the immediate
      future.  For these loans, the Company views the primary source
      of recovery as the restructuring of the loans by direct contact with the
      borrower. An affordable payment structure must be renegotiated involving
      reduction of principal amount owed via forgiveness of debt and/or
      reduction of interest rate. If this fails, the sale of the collateral
      property following a foreclosure auction or receipt of a deed from the
      borrower in lieu of foreclosure is the recovery
    remedy.Assessment:This category
      provides the only option for gain on the assets as the structural
      composition of the loan is being amended to conform to the borrower’s
      actual ability to make a payment. As such, the likelihood that the face
      value of the loan can be realized is greater than the other two
      categories. Recovery is approximately 12
  months.
 
 5
 
 Operational Results:
 
 The Company employs its loan resolution
direct contact center to contact the borrowers directly by phone and re-finance
the mortgages for the highest possible loan-to-values available. A discount to
the loan principle is generally required of approximately 10% - 20%. As 1st
loans are generally purchased for 10% - 30% and 2nds are in the 2% range, the
blended combination leaves approximately a 30% -45% gross margin per file
refinanced.
 
 Types of Products
Purchased:
 
 ·
              Doc/Ratio Deficient (Guideline
      Near-Misses)
 ·
              Secondary Market
      Fallout
 ·
              Sub and
      Non-Performing
 ·
              Bankruptcy and
      Foreclosures
 ·
              REO
    Properties
 ·
              Buybacks and
      Kickouts
 
 Operating Results
  The Company originally acquired a pool
of mortgages consisting of 4,426 loans secured by first trust deeds
and second trust deeds. These loans are in the structurally impaired category.
Below is a table which represents the various categories of the loan portfolio
within the pool. Thepro
formaoperating resultsbelowshowthe historical recovery measured as a
percentage by asset typeas
to the remaining loans of the portfolio.
 Loan
      Type
                            Loan
      Count
                            UPB
                            Historical
      Recovery %
                            Recovery
      AmountREO
                            125
                            4,627,366.96
                            42.88%
                            $1,984,308.09Performing
                            54
                            1,308,534.69
                            35.81%
                            $468,627.29Foreclosure
                            69
                            2,063,440.89
                            50.45%
                            931,693.27Bankruptcy
                            74
                            1,925,617.15
                            50.45%
                            270,452.93Negotiation
                            34
                            938,589.60
                            32.54%
                            305,417.06Judgment
      Collection
                            204
                            5,447,761.78
                            12.37%
                            673,888.13Total
                            560
                            16,311,311.07
                            
                            4,634,386.77
  
 Competition:
 
 Our research has uncovered that while
many players in the scratch and dent (“S&D”) space offer some of the asset
recovery and liquidation services, there is a need in the marketplace for a
full-service loss mitigation company.  While some offer to purchase
troubled assets, none offers the QC training combined with control of
liquidation via complete hospital warehousing, allowing lenders to remain whole
during the diligence process. Below is a list of several companies that have
entered the loss mitigation field during 2008. Results of their efforts are
unknown.
 
 1.
              Black Rock/Highfields Capital
      Mgt.
 2.
              Franklin Credit
      Management
 3.
              Bayview
      Financial
 4.
              Litton Loan
      Servicing
 5.
              GRP
    Financial
 
 6
 
 
 Intellectual
Property
 
 None.
 
 Employees
 
 As of
March 31, 2009, we had 7 full-time employees, of whom 2 were in administrative
and 5 were in loan management.
 
 
 Item
2.    Description of Property.
 
 As of
March 31, 2009, we leased approximately 5,400 square feet of general office
space in premises located at 2470 St. Rose Parkway, Henderson, Nevada. Our lease
for this space expires in July 2009 and provides for monthly payments of
$10,862
  Item
3.    Legal Proceedings.
 
 In the ordinary course of business, the
Company may be or has been involved in legal proceedings from time to time. As
of the date of this annual report on Form 10-K, there have been no material
changes to any legal proceedings relating to the Company which previously were
not reported.
  Item
4.    Submission of Matters to a Vote of
Security
  None.
  PART
II
 
 Item
5.    Market for Common Equity and Related Stockholder
Matters and Small Business Issuer Purchases of Equity Securities.
 
 Our common stock was approved for
quotation on the Over the Counter Bulletin Board (OTCBB) on August 18,
2008.The Company’s ticker symbol is
LCPM.The following table sets forth, for the
calendar periods indicated, the high and low bid information for our common
stock. The quotations are interdealer prices without adjustment for retail
markups, markdowns or commissions and do not necessarily represent actual
transactions.
 
 The
quotations listed below reflect interim dealer prices without retail mark-up
mark-down or commission and may not represent actual transactions. Trading of
our stock has been minimal with limited or sporadic quotations and therefore we
believe there is no established public market for the common stock.
 
 The
following table sets forth the high and low bid quotations per share of the
Company’s registered securities for each quarter since approved for quotation,
as reported by the OTCBB.
 
 7
 
 Common
      SharesYear Ended March 31,
      2009:
                        
                        High
                        
                        
                        LowQuarter
      Ended September 30, 2008
                        
                        
                        --
                        
                        
                        
                        --Quarter
      Ended December 31, 2008
                        
                        $
                        1.01
                        
                        
                        $
                        0.25Quarter
      Ended March 31, 2009
                        
                        $
                        1.01
                        
                        
                        $
                        0.29
 
  As of
March 31, 2009, there were approximately 147 stockholders of record of our
common stock.  The transfer agent for our Common Stock is Empire Stock
Transfer.
 
 We have
never declared or paid any cash dividends on our common stock. We do not
anticipate paying any cash dividends to stockholders in the foreseeable future.
In addition, any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon our financial
condition, results of operations, capital requirements, and such other factors
as the Board of Directors deem relevant.
 
 Item
6.    Selected Financial Data
 
  Year
      Ended
                                          
                                          
                                          Inception
      July 1,
                                            2007
      toMarch
      31,
                                          
                                          
                                          March
      31,2009
                                          
                                          
                                          2008Selected
      Statement of Operations Data:Revenue
      generated from Asset Liquidation
                                          
                                          $
                                          2,765,002
                                          
                                          
                                          $
                                          2,142,750Net
      Asset Liquidation Revenue
                                          
                                          
                                          2,505,667
                                          
                                          
                                          
                                          1,767,281Income
      from Operations
                                          
                                          
                                          257,107
                                          
                                          
                                          
                                          479,886Reserve
      for Loan Loss
                                          
                                          
                                          -
                                          
                                          
                                          
                                          402,000Write
      Down of Investment
                                          
                                          
                                          246,180
                                          
                                          
                                          
                                          765,266Net
      loss
                                          
                                          
                                          35,841
                                          
                                          
                                          
                                          687,380Net
      loss per weighted average commonshare
      - basic and diluted
                                          
                                          $
                                          0.01
                                          
                                          
                                          $
                                          0.09Weighted
      Average Shares
                                          
                                          
                                          6,501,650
                                          
                                          
                                          
                                          2,597,500Selected
      Balance Sheet Data:Total
      Assets
                                          
                                          $
                                          5,294,750
                                          
                                          
                                          $
                                          4,885,609Total
      Liabilities
                                          
                                          
                                          1,026,436
                                          
                                          
                                          
                                          248,905Stockholders'
      Equity
                                          
                                          $
                                          4,268,314
                                          
                                          
                                          $
                                          4,636,704
  
 Item
7.    Management’s Discussion and Analysis or Plan of
Operations
  This
section should be read in conjunction with Item 8. Financial
Statements.
 
 Forward-Looking
Statements
 
 Statements
contained in this Form 10-K that are not historical facts are forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.  In addition, words such as “believes,”
“anticipates,” “expects,” “intends” and similar expressions are intended to
identify forward-looking statements.  Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements or events, or timing of events,
to differ materially from any future results, performance or achievements or
events, or timing of events, expressed or implied by such forward-looking
statements.  We cannot assure that we will be able to anticipate or
respond timely to the changes that could adversely affect our operating results
in one or more fiscal quarters.  Results of operations in any past
period should not be considered indicative of results to be expected in future
periods.  Fluctuations in operating results may result in fluctuations
in the price of our securities.
 
 8
 
 Critical
Accounting Policies
 
 The preparation of our consolidated
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 revenue recognition, workers' compensation costs,
collectibles of accounts receivable, and impairment of goodwill and intangible
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 duringthefiscal year.
 
 Disclosure,
pursuant to SFAS No. 107, is required of the fair value of financial
instruments.  However, since most of the Company’s financial
instruments turn over within a very short time period, management discloses that
the net book value approximates fair value at the balance sheet
date.
 
 New
Accounting Pronouncements
 
 In
November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of
ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter
4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handing costs, and spoilage. This statement requires
that those items be recognized as current period charges regardless of whether
they meet the criterion of "so abnormal" which was the criterion specified in
ARB No. 43. In addition, this Statement requires that allocation of fixed
production overheads to the cost of production be based on normal capacity of
the production facilities. This pronouncement is effective for the Company
beginning October 1, 2005. The Company does not believe adopting this new
standard will have a significant impact to its financial
statements.
 
 In
December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment,
which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.
SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees and amends SFAS No. 95, Statement of Cash Flows.  Generally,
the approach in SFAS No. 123(R) is similar to the approach described in SFAS No.
123. However, SFAS No. 123(R) requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the income
statement based on their fair values. Pro forma disclosure is no longer an
alternative. The new standard will be effective for the Company in the first
interim or annual reporting period beginning after December 15, 2005. As of March 31, 2009, the
Company has 2,000,000 outstanding employee stock options.
  Capital Environment in
2008
 
 A key
component to the company’s business plan for growth is the attraction of new
investment partners to provide capital such that new pools of toxic assets may
be purchased.  As investor confidence began to wane during 2008, the
capital markets which Liberty depends upon to supply it with new capital for
acquisitions, began to dry up. Hedge funds are traditional resources for capital
asset firms such as Liberty, to source for investment capital to acquire new
assets at a discount and then restore those assets to a more valuable status
& thus a potential for profit for the company could be made. During the
first part of 2008, the company visited with numerous hedge funds and received
general commitments for funding to acquire pools of mortgages according to the
Liberty formula. Liberty actually executed an agreement with Silar Advisors to
fund up to $50 million in capital for pool acquisitions. Market conditions have
retarded Silar’s investment ability and only a nominal amount of the allocation
has been used.
  9
  Axiom
Capital was hired by Liberty on a referral by a Liberty shareholder and meetings
were set up and attended. Following is a listing of the companies Liberty
management visited with from April of 2008 through March of 2009.
  Silar
      Advisors
                    Centrecourt
      Asset Mgt
                    TAIB
      SecuritiesBryant
      Park Capital
                    Angelo
      Gordon
                    EOS
      PartnersJCAM
                    Chicago
      Investment Group
                    Amherst
      Holdings LLCLion
      Partners Ltd
                    Sheridan
      Capital Advisors LLC
                    Guggenheim
      PartnersAristeia
      Capital
                    Platinum
      Partners
                    CenturionMahler
      & Emerson Inc.
                    Quarry
      Capital Partners
                    Gilford
      SecuritiesContego
      Capital Partners
                    Meyers
      Associates L.P.
                    Opus
      Capital LLCDME
      Capital LLC
                    Somerset
      Capital Advisors
                    Rockmore
      Capital
 The
company secured several letters of intent & term sheets which totaled in
excess of $100 million in funding to be delivered to Liberty Capital during 2008
& 2009. None of the funds were placed with the company.  Silar did
purchase shares of stock in the company comprising 4.9% of the company and has
purchased a small amount of pools from Liberty.
 
 With the
hedge funds weighted down with non-performing toxic assets and calls for
redemptions by their investors, the hedge fund sources for capital dried up last
year. Economic uncertainty and the doubt of a new national election put capital
expenditures on hold.
 
 Federal Regulation and
“Bail-Out” Effects
 
 With the
election of the new Democratic President and Congress came additional impacts to
the business environment Liberty operated in last fiscal year. The government’s
announcement of cash aid to purchase toxic mortgage assets from ailing lenders
virtually dried up the source of cheap product to Liberty’s business model. Many
lenders who were willing to sell toxic mortgage pools suddenly withdrew their
sales and opted to hang on to the assets so they could sell them to the
government at better prices than the free market was willing to
pay.  In addition to this practice, the government also began to pass
legislation which forced lenders who held foreclosed or soon to be foreclosed
properties to extend the time it would take them to recover their assets. The
effect of this is that any pool which Liberty would be bidding on would have
typically 30% of those assets go to foreclosure. Once foreclosed, Liberty would
resell the property for a profit. Historically and prior to this legislation,
Liberty had been yielding approximately 70+% returns on REO (foreclosed and
recaptured) properties. With the new legislation, recapture periods went from an
average of six months to over two years. That turns a 70% return into a 17%
return. Investors considered this type of asset too risky given the government
interference and capital for toxic assets dried up. Further, assets the
government had acquired at premium prices were made available to be repurchased
by institutions if qualified. To qualify for Federal sharing funds for these
purchases, a company must prove tangible liquid assets of at least $100 million.
Liberty could never qualify having only $ 5 million.
 
 The new
administration also changed the FHA financing requirements for borrowers. Before
2009, FHA did not require a minimum FICO score (a rating system which
establishes credit worthiness) for new borrowers, but rather only required that
a new borrower had remained current with his payments for the previous twelve
months. This allowed borrowers with sub standard credit to continue to receive
home loans to purchase or refinance even if their credit profile was impaired.
Most of the borrowers who are in the Liberty pool of assets fall into this
category. The administration now requires that new borrowers must have at least
a 600 FICO score to be considered for approval by FHA. This is a substantial
change in the regulations governing FHA loans and a severe blow to the Liberty
business model. The Liberty model assumes sub standard credit borrowers would
still be able to re-finance out of their loans into new FHA loans once the
Liberty modified loans had been held for twelve months.
 
 In
addition to the restrictive credit requirements, FHA also changed their minimum
refinance limit to a minimum of $50,000. Many of the loans Liberty owns are less
than $50,000 which means that this new requirement forces Liberty borrowers who
wish to refinance will need to find sources elsewhere than FHA.
 
 It
is the company’s assessment that the combination of economic uncertainty,
bankruptcies of major financial institutions such as Bear Stearns, Lehman Bros.
Countrywide and AIG, together with harsh government regulations for mortgage
holders, has led to the operating environment where it has taken much longer to
execute on Liberty’s operating model.
  10
 Results of
Operations
  The
Company acquires pools of non performing loans and then re-performs those loans
by restructuring the financial parameters such that the defaulted borrower can
return to making payments in a timely manner again. The loans are held for six
months to one year and the new re-performing payment history creates loans
having much more value than the partnership paid for it. The Company then either
sells the loan or pool of reconditioned loans to a bulk purchaser or refinances
the borrower out of the loan.
 
 For the
year ended, March 31, 2009, revenues generated from reperforming, sale of loans
and fee revenue was $2.8 million as compared to $2.1 million for the nine month
period ended March 31, 2008.   Annualizing the period ended March
31, 2008 resulted in the Company maintaining its revenue
base.   Gross profit increased to $2.5 million from $1.8 million
or 41%.   Annualizing the results reflects an increase of 6.3% or
$149,000.
 
 Selling, general and administrative,
(SG&A), expenses were $857,000 for the year ended March 31, 2009, as
compared to $196,000 for the nine month period ended March 31, 2008, an increase
of $661,000 or 336%. For the period ended March 31, 2008, annualizing SG&A
represented an increase in 2009 for the same period in 2008 of 151% or
$595,000.   The increase is attributable to expenses related to
travel in order  to pursue new capital for pool acquisition and
increased expenses associated with the liquidation of assets taking longer due
to regulatory impairment .    Salary and payroll taxes were
$1.2 million for the year ended March 31, 2009 as compared to $681,000 for the
nine month period ended March 31, 2008, an increase of $493,000 or
72.4%.   For the period ended March 31, 2008, annualizing Salary
and Wages represented an increase in 2009 for the same period in 2008 of 27% or
$248,000. Professional fees were $163,000 for the year ended March 31, 2009 as
compared to $369,000 for the nine month period ended March 31,
2008.
 
 Interest expense was $47,000 and $0 for
the year ended March 31, 2009 and 2008, respectively.   The
increase in Interest is directly correlated to the Compamy’s increase in
borrowings of $548,000.
 
 Income from operations was $257,000,
for the year ended March 31, 2009 as compared to income of $480,000 for the nine
month period ended March 31, 2008.    Net loss for the year
ended March 31, 2009 was $36,000, as compared to net loss of $687,000 for the
nine month period ended March 31, 2008.  The company revalued its
loans held for investment, resulting in the loss for both periods. The company
maintains a policy to write down a portion of its loan portfolio even though the
loans are still held on the balance sheet and may deliver cash value to the
company at some future date. This is a conservative policy which allows the
company to hedge any dimunition of value to its asset base due to market
conditions which have been volatile over the last operating period.
 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
maintained sufficient operating cash to maintain its operations and holds
reserves to service its assets. These reserves have been generated from
operating cash flow.
  Management
sought to adjust the company’s position in the market and given the operating
environment, opted to raise capital in order to keep the staff on board until
the capital markets loosened up and assets could again be purchased properly.
The company hired Grant Bettingen, Inc to raise a $1 million private placement
of the company’s stock. Uses of proceeds were to keep operations going and to
market new pools to purchase. If the company could raise $20 million from high
net worth investors, it could continue to be successful. The offering was not
successful although in excess of twenty companies were visited, primarily in New
York. The offering terminated in June.
 
 Management
cut staff positions and salaries were reduced to 50% of their previous levels.
Company principals loaned money  to the company from time to time to
bridge cash issues. The company still has a pool of toxic mortgage loans on its
books which it continues to work off to create cash. It has remained profitable
through this current economic environment.
  11
  Cash
Flows
 Net cash
used in operating activities for the year ended March 31, 2009 was $813,000 as
compared to net cash provided by operating activities for the nine months ended
March 31, 2008 of $407,000. The primary sources of cash used in operating
activities for the year ended March 31, 2009 was from net loss of $36,000,
depreciation of $73,000, stock issued for services of $23,000, write down
of investment of $246,000, increase of accounts receivable of $4,600, increase
in other current assets of 798,000, and increase of accounts payable of
$229,000. The primary sources of cash provided by the year ended March31, 2008
was from a net loss of $687,000, depreciation of $41,000, decrease in other
current assets of $306,000, write down of investment of $ $765,000, increase in
loan receivable of $230,000, increase in accounts receivable of $37,000 and
increase in accounts payable of $249,000.
 
 Net cash
used for investing activities during the years ended March 31, 2009 and March
31, 2008 was $3,500 and $373,000, respectively.  Net cash used for
investing activities was primarily for the purchase of software and
equipment.
 
 Net cash provided by financing
activities for the year ended March 31, 2009 was $803,000, consisting primarily
of net proceeds of notes payable of $356,000, net proceeds of notes payable
related party of $192,000, stock issuance for cash of $67
and  proceeds of stock purchased of $254,000.  Net cash used
for financing activities for the nine months ended March 31, 2008 was
$0.
 
 Management currently believes that cash
flows from operations will be sufficient to meet the Company’s current liquidity
and capital needs at least through fiscal 2010.
  Item
7A. Quantitative and Qualitative Disclosures About Market Risk.
 
 The
Company operates in a volatile and fragmented marketplace which recently has
been subject to new financial regulation by the Federal Government. As such,
these proposed changes in the law may have an impact on the liquidity of the
Company’s business plan and time frames to liquidate assets may be extended.
These proposed regulatory changes have not been fully introduced into the
marketplace and the final legislation provisions have not been determined. The
Company continues to operate under its current business plan which involves the
process of foreclosure and liquidation of toxic assets under the current laws of
each state. If legislation changes the current regulatory environment, returns
of capital and gains from liquidation of assets may take longer and gains may be
lost over such extended time.
 
 We Have a Limited Operating History
and Consequently Face Significant Risks and Uncertainties.
 
 As a
result of our limited operating history, our recent growth and our reporting
responsibilities as a public company, we may need to expand operational,
financial and administrative systems and control procedures to enable us to
further train and manage our employees and coordinate the efforts of our
accounting, finance, marketing, and operations departments.
 
 Our Quarterly Financial Results are
Vulnerable to Significant Fluctuations and Seasonality, Which Could Adversely
Affect Our Stock Price.
 
 Our
revenues and operating results may vary significantly from quarter to quarter
due to a number of factors. Certain months or quarters have historically
experienced a greater volume of loan applications and funded
loans.  As a result, we believe that quarter-to-quarter comparisons of
our operating results are not a good indication of our future performance. It is
possible that in some future periods our operating results may be below the
expectations of public market analysts and investors. In this event, the price
of our common stock may fall.
 
 12
  Our
Business Will be Adversely Affected if We Are Unable to Safeguard the Security
and Privacy of Our Customers’ Financial Data.
 
 We retain
on our premises personal financial documents that we receive from prospective
borrowers in connection with their loan applications.  These documents
are highly sensitive and if a third party were to misappropriate our customers’
personal information; customers could possibly bring legal claims against us. We
cannot assure you that our privacy policy will be deemed sufficient by our
prospective customers or compliant with any federal or state laws governing
privacy, which may be adopted in the future.
 
 If
We Fail To Comply With The Numerous Laws And Regulations That Govern Our
Industry, Our Business Could Be Adversely Affected.
 
 Our
business must comply with extensive and complex rules and regulations of, and
licensing and examination by, various federal, state and local government
authorities.  These rules impose obligations and restrictions on our
residential loan brokering and lending activities.  In particular,
these rules limit the broker fees, interest rates, finance charges and other
fees we may assess, require extensive disclosure to our customers, prohibit
discrimination and impose on us multiple qualification and licensing
obligations.  We may not always have been and may not always be in
compliance with these requirements.  Failure to comply with these
requirements may result in, among other things, revocation of required licenses
or registrations, loss of approved status, voiding of loan contracts or security
interests, rescission of mortgage loans, class action lawsuits, administrative
enforcement actions and civil and criminal liability.
 
 The
Loss Of Any Of Our Executive Officers Or Key Personnel Would Likely Have An
Adverse Effect On Our Business.
 
 Our
future success depends to a significant extent on the continued services of our
senior management and other key personnel, particularly Michael A.
Barron.  The loss of the services of Mr. Barron or other key employees
would also likely have an adverse effect on our business, results of operations
and financial condition.  We do maintain “key person” life insurance
for our key personnel.
  We
do not anticipate paying dividends.
 
 We have
never paid any cash dividends on our common stock since our inception, and we do
not anticipate paying cash dividends in the foreseeable future.  Any
dividends, which we may pay in the future, will be at the discretion of our
Board of Directors and will depend on our future earnings, any applicable
regulatory considerations, our financial requirements and other similarly
unpredictable factors.  For the foreseeable future, we anticipate that
earnings, if any, will be retained for the operation and expansion of our
business.
 
 Possible
conflicts of interest exist in related party transactions.
 
 Our Board
of Directors consists of Michael A. Barron, Joseph A. Cosio-Barron, Lee Shorey,
Gary Cusamano, and Justin Yorke, three of whom are executive officers and
principal shareholders of the Company.  Thus, there has in the past
existed the potential for conflicts of interest in transactions between the
Company and such individuals or entities in which such individuals have an
interest.  We have attempted to ensure that any such transactions were
entered into on terms that were no less favorable than could have been obtained
in transactions with unrelated third parties.
 
 13
  Forward
looking Statements:
 
 Some of
the statements contained in this Annual Report that are not historical facts are
“forward-looking statements” which can be identified by the use of terminology
such as “estimates”, “projects,” “plans,” “believes,” “expects,” “anticipates,”
“intends,” or the negative or other variations, or by discussions of strategy
that involve risks and uncertainties. We urge you to be cautious of the
forward-looking statements that such statements, which are contained in this
Annual Report, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, and products. No assurances can be given
regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events. Factors that may cause actual results, our performance of
achievements, or industry results, to differ materially from those contemplated
by such forward-looking statements include without limitation:
 
 ·
              General
      conditions in the economy and capital markets;
  and
 ·
              Our
      results of operations, financial condition and
  business
  14
 
 Item 8.Financial Statements and
Supplementary Data.
 
 Pollard-Kelley
Auditing Services, Inc.
 Auditing
Services                                             4500
Rockside Road, Suite 450, Independence, OH 44131 330-864-2265
 
 
 
 
  Report of Independent
Registered Public Accounting Firm
  
 
 
 Liberty
Capital Asset Management, Inc.
 Henderson,
NV
 
 We have
audited the accompanying balance sheets of Liberty Capital Asset Management,
Inc. as of March 31, 2009 and CD Bank DBA Liberty Capital as of March 31, 2008,
and the related statements of income, changes in stockholders’ equity, and cash
flows for the two years in the period ended March 31, 2009.  These
financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conduct our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company at March 31, 2009, and
the results of its operations and it cash flows for the two years in the period
ended March 31, 2009, in conformity with U.S. generally accepted accounting
standards.
 
 Pollard-Kelley
Auditing Services, Inc.
 
 /S/
Pollard-Kelley Auditing Services, Inc.
 
 Independence,
Ohio
 July 15,
2009
 
 15
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 CONSOLIDATED
BALANCE SHEETS
 
 March
      31,
                                                  
                                                  
                                                  March
      31,2009
                                                  
                                                  
                                                  2008AssetsCurrent
      assets:Cash
      and cash equivalents
                                                  
                                                  $
                                                  20,304
                                                  
                                                  
                                                  $
                                                  34,210Loans
      held for investment
                                                  
                                                  
                                                  4,494,598
                                                  
                                                  
                                                  
                                                  3,944,275Loan
      receivable
                                                  
                                                  
                                                  775,820
                                                  
                                                  
                                                  
                                                  229,579Accounts
      receivable
                                                  
                                                  
                                                  42,074
                                                  
                                                  
                                                  
                                                  37,485Total
      current assets
                                                  
                                                  
                                                  5,332,796
                                                  
                                                  
                                                  
                                                  4,245,549Property
      and equipment, net
                                                  
                                                  
                                                  261,914
                                                  
                                                  
                                                  
                                                  331,462Total
      assets
                                                  
                                                  $
                                                  5,594,710
                                                  
                                                  
                                                  $
                                                  4,577,010Liabilities
      and Stockholders' EquityCurrent
      liabilities:Accounts
      payable and accrued expenses
                                                  
                                                  $
                                                  478,172
                                                  
                                                  
                                                  $
                                                  248,905Notes
      payable
                                                  
                                                  
                                                  356,028
                                                  
                                                  
                                                  
                                                  --Notes
      payable – related party
                                                  
                                                  
                                                  192,236
                                                  
                                                  
                                                  
                                                  --Total
      current liabilities
                                                  
                                                  
                                                  1,026,436
                                                  
                                                  
                                                  
                                                  248,905Stockholders'
      equity:Common
      stock, $0.0001 par value, 75,000,000 shares authorized 8,577,779 and
      2,597,500 shares issued and outstanding March 31, 2009 and March 31, 2008,
      respectively
                                                  
                                                  
                                                  858
                                                  
                                                  
                                                  
                                                  --Additional
      paid-in capital
                                                  
                                                  
                                                  5,290,737
                                                  
                                                  
                                                  
                                                  5,015,485Accumulated
      earnings
                                                  
                                                  
                                                  (723,321
                                                  )
                                                  
                                                  
                                                  (687,380
                                                  )Total
      stockholders' equity
                                                  
                                                  
                                                  4,568,274
                                                  
                                                  
                                                  
                                                  4,328,105Total
      liabilities and stockholders' equity
                                                  
                                                  $
                                                  5,594,710
                                                  
                                                  
                                                  $
                                                  4,577,010
 
 
 See
accompanying notes to consolidated financial statements.
 
 16
  LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 CONSOLIDATED
STATEMENT OF OPERATIONS
 FOR THE
TWO YEARS ENDED MARCH 31, 2009 AND 2008
 
 Inception
      July 1,
                                              2007
      toMarch
      31, 2009
                                            
                                            
                                            March
      31,2008RevenuesAsset
      liquidation revenue
                                            
                                            $
                                            2,765,002
                                            
                                            
                                            $
                                            2,142,750Cost
      of sales
                                            
                                            
                                            259,336
                                            
                                            
                                            
                                            375,468Gross
      Profit
                                            
                                            
                                            2,505,667
                                            
                                            
                                            
                                            1,767,281ExpensesSalary
      and payroll taxes
                                            
                                            
                                            1,173,630
                                            
                                            
                                            
                                            680,659Selling,
      general and administrative
                                            
                                            
                                            857,159
                                            
                                            
                                            
                                            196,361Professional
      fees
                                            
                                            
                                            162,593
                                            
                                            
                                            
                                            369,118Depreciation
      expense
                                            
                                            
                                            73,046
                                            
                                            
                                            
                                            41,258Total
      expenses
                                            
                                            
                                            2,248,560
                                            
                                            
                                            
                                            1,287,395Income
      from operations
                                            
                                            
                                            257,107
                                            
                                            
                                            
                                            479,886Other
      (expense) incomeInterest
      expense
                                            
                                            
                                            (46,768
                                            )
                                            
                                            
                                            --Reserve
      for loan losses
                                            
                                            
                                            --
                                            
                                            
                                            
                                            (402,000
                                            )Write
      down of investment
                                            
                                            
                                            (246,180
                                            )
                                            
                                            
                                            (765,266
                                            )Total
      other (expense) income
                                            
                                            
                                            (292,948
                                            )
                                            
                                            
                                            (1,167,266
                                            )Net
      (loss)  income
                                            
                                            $
                                            (35,841
                                            )
                                            
                                            $
                                            (687,380
                                            )Net
      (loss) income per share, basic and diluted
                                            
                                            $
                                            (0.01
                                            )
                                            
                                            $
                                            (0.09
                                            )Weighted
      average number of common shares outstanding, basic and
    diluted
                                            
                                            
                                            6,501,650
                                            
                                            
                                            
                                            2,597,500
  See
accompanying notes to consolidated financial statements
 
 17
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 FOR THE
TWO YEARS ENDED MARCH 31, 2009 AND 2008
 
 Inception
      July 1, 2007
                                                                                                    toMarch
      31, 2009
                                                                                                  
                                                                                                  
                                                                                                  March
      31, 2008Cash
      flows from operating activities:Net
      loss
                                                                                                  
                                                                                                  $
                                                                                                  (35,841
                                                                                                  )
                                                                                                  
                                                                                                  $
                                                                                                  (282,725
                                                                                                  )Adjustments
      to reconcile net income (loss) from operations to net cash (used in)
      operations:provided
      by operations:Depreciation
                                                                                                  
                                                                                                  
                                                                                                  73,046
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  41,258Stock
      issued for services
                                                                                                  
                                                                                                  
                                                                                                  23,000
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  --Write
      down of investment
                                                                                                  
                                                                                                  
                                                                                                  246,180
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  765,266Changes
      in operating assets and liabilities:(Increase)
      decrease in loan receivable
                                                                                                  
                                                                                                  
                                                                                                  (546,241
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (229,579
                                                                                                  )(Increase)
      decrease in accounts receivable
                                                                                                  
                                                                                                  
                                                                                                  (4,589
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (37,485
                                                                                                  )(Increase) decrease in other current assets
                                                                                                  
                                                                                                  
                                                                                                  (712,331
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  305,944Increase
      (decrease) in accounts payable and accrued expenses
                                                                                                  
                                                                                                  
                                                                                                  229,267
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  248,905Net
      cash (used in) provided by operating activities
                                                                                                  
                                                                                                  
                                                                                                  (727,509
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  406,929Cash
      flows from investing activities:Purchase
      of fixed assets
                                                                                                  
                                                                                                  
                                                                                                  (3,498
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (372,719
                                                                                                  )Net
      cash used in investing activities
                                                                                                  
                                                                                                  
                                                                                                  (3,498
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (372,719
                                                                                                  )Cash
      flows from financing activities:Proceeds
      from notes payable
                                                                                                  
                                                                                                  
                                                                                                  382,000
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  --Payments from notes
      payable
                                                                                                  
                                                                                                  
                                                                                                  (25,972
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  --Proceeds
      from related notes payable
                                                                                                  
                                                                                                  
                                                                                                  415,508
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  --Payments
      from related party receivable
                                                                                                  
                                                                                                  
                                                                                                  (223,272
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  --Common
      stock issued for cash
                                                                                                  
                                                                                                  
                                                                                                  67
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  --Proceeds
      of stock purchased for cash
                                                                                                  
                                                                                                  
                                                                                                  254,485
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  --Net
      cash provided by (used in) financing activities
                                                                                                  
                                                                                                  
                                                                                                  802,816
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  --Net
      (decrease) increase in cash and cash equivalents
                                                                                                  
                                                                                                  
                                                                                                  (13,906
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  34,210Cash
      and cash equivalents, beginning of period
                                                                                                  
                                                                                                  $
                                                                                                  34,210
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  --Cash
      and cash equivalents, end of period
                                                                                                  
                                                                                                  $
                                                                                                  20,304
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  34,210Supplemental
      disclosure of cash flow informationInterest
      paid
                                                                                                  
                                                                                                  $
                                                                                                  19,042
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  --
  See
accompanying notes to consolidated financial statements.
 
 18
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY
 FOR THE
YEARS ENDED MARCH 31, 2009 AND 2008
  AdditionalCommon
      Stock
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                Paid
      in
                                                
                                                
                                                Accumulated
                                                
                                                
                                                SubscriptionsShares
                                                
                                                
                                                Amount
                                                
                                                
                                                Warrants
                                                
                                                
                                                Amount
                                                
                                                
                                                Capital
                                                
                                                
                                                Deficit
                                                
                                                
                                                Receivable
                                                
                                                
                                                TotalBalance
      July 1, 2007
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                -Initial
      capitalization
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                500,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (500,000
                                                )
                                                
                                                
                                                -Asset
      purchase
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                5,015,485
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                5,015,485Cancellation
      of initial subscription receivable
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (500,000
                                                )
                                                
                                                
                                                
                                                
                                                
                                                
                                                500,000HCI
      acquisition
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (1,586,877
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (1,586,877
                                                )Rescind
      HCI acquisition
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                1,586,877
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                1,586,877Net
      loss
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (687,380
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (687,380
                                                )Balance
      March 31, 2008
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                5,015,485
                                                
                                                
                                                
                                                (687,380
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                4,328,105Merger
      with Corporate Outfitters
                                                
                                                
                                                7,806,350
                                                
                                                
                                                
                                                781
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                105,219
                                                
                                                
                                                
                                                (107,426
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (1,426
                                                )To
      zero out Corporate Outfitters' deficit
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                (107,426
                                                )
                                                
                                                
                                                107,426
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                -Stock
      issued for loan pool purchase
                                                
                                                
                                                256,018
                                                
                                                
                                                
                                                26
                                                
                                                
                                                
                                                2,853,171
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (26
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Stock
      purchase for cash at $0.48
                                                
                                                
                                                415,411
                                                
                                                
                                                
                                                42
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                199,585
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                199,627Stock
      purchased at $0.50
                                                
                                                
                                                100,000
                                                
                                                
                                                
                                                10
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                77,900
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                77,910Warrants
      issued for services
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                2,000,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Net
      Loss
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (35,841
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (35,841
                                                )Balance
      March 31, 2009
                                                
                                                
                                                8,577,779
                                                
                                                
                                                $
                                                858
                                                
                                                
                                                
                                                4,853,171
                                                
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                5,290,737
                                                
                                                
                                                $
                                                (723,321
                                                )
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                4,568,274
  See
accompanying notes to consolidated financial statements.
 
 19
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED MARCH 31, 2009 AND 2008
 
 (1)           Description of
Business:
 
 Liberty
Capital Asset Management, Inc. (the “Company”) was formed in 2003 as CD Banc LLC
with the purpose of acquiring real estate assets and holding them for long-term
appreciation. In
August of 2007, CD Banc LLC acquired an interest in HCI, a mortgage banking
company with 50 FHA lending branches.  On September 30, 2008, the
Company’s Board of Directors rescinded the transaction retroactively to January
1, 2008, as consideration for the transaction was never duly executed by the
parties..In September of 2007, CD Banc acquired 4,426 non
performing sub-prime mortgage loans from South Lake Capital for a total
consideration of $5,015,485. Liberty Capital Asset Management, a Nevada
corporation, was formed in July of 2008 as a holding company for certain assets
of CD Banc LLC in contemplation of the company going public via a reverse merger
into a publicly trading corporation. On November 3 2008, Liberty Capital Asset
Management completed a share exchange and asset purchase agreement with
Corporate Outfitters Inc., a publicly-traded Delaware corporation which
subsequently changed its name to Liberty Capital Asset Management
Inc.  The Company has been actively engaged in generating revenues
from reperforming, sale of loans and fee revenue since July 1,
2007.
 
 (2)           Summary of Significant Accounting
Policies:
 
 Basis
of Presentation:
  The
accompanying consolidated financial statements of the Company have been prepared
in accordance with accounting principles generally accepted in the United States
of America. Our
Consolidated Financial Statements include the accounts of the parent and all
subsidiaries. Intercompany transactions and accounts are eliminated in
consolidation.The Company's policy is to prepare its
financial statements on the accrual basis of accounting. The fiscal year end is
March 31.
 
 Risks and
Uncertainties:
 
 The Company operates in a highly
competitive industry that is subject to intense competition and potential
government regulations.  Significant changes in interest rates or the
underlying economic condition of theUnited Statesor any specific region of theUnited Statesreal estate market could have a
matrially adverse impact on the Company’s operations.
 
 Use
of Estimates:
 
 The preparation of financial statements
in conformity with generally accepted accounting principles 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.Significant estimates made by the
Company’s management include, but are not limited to, the realizability loans
held for investment, mortgage servicing rights, and the recoverability of
property and equipment through future operating profits.Actual results could
materially differ from those estimates.
 
 Cash
and Cash Equivalents:
 
 For the purpose of the statement of cash
flows, the Company considers all highly liquid holdings with maturities of three
months or less at the time of purchase to be cash
equivalents.
 
 20
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED MARCH 31, 2009 AND 2008
 
 Property
and Equipment:
 
 Property and equipment are stated at
cost, less accumulated depreciation.  Depreciation is recorded using
the straight-line method over the estimated useful lives of the related assets,
ranging from three to thirty years. Total depreciation expense related to
property and equipment was$xand $x for the years ended March 31,
2009 and March 31, 2007, respectively. Maintenance and repairs are charged to
operations when incurred.  Major betterments and renewals are
capitalized.  Gains or losses are recognized upon sale or disposition
of assets.
 
 Long-Lived
Assets:
 
 The Company accounts for its long-lived
assets in accordance with SFAS No. 144, “Accounting For The Impairment or
Disposal of Long-Lived Assets” which requires that long-lived assets and certain
identifiable intangibles to be held and used by any entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  Pursuant to SFAS
144, management of the Company assesses the recoverability of property and
equipment by determining whether the depreciation of such assets over their
remaining lives can be recovered through projected undiscounted cash
flows.  The amount of impairment, if any, is measured based on fair
value (projected discounted cash flows) and is charged to operations in the
period in which such impairment is determined by management.  To date,
management has not identified any impairment of property and
equipment.  There can be no assurance, however, that market conditions
or demands for the Company’s services will not change which could result in
future long-lived asset impairment.
 
 Intangible
Assets:
 
 The
Company has adopted FASB 142.  Under guidance of SFAS 142, net assets
of companies acquired in purchase transactions are recorded at fair value at the
date of acquisition, as such, the historical cost basis of individual assets and
liabilities are adjusted to reflect their fair value.  Identified
intangibles are amortized on an accelerated or straight-line basis over the
period benefited.  Goodwill is not amortized, but is reviewed for
potential impairment on an annual basis at the reporting unit
level.  The impairment test is performed in two phases.  The
first step of the goodwill impairment test, used to identify potential
impairment, compares the fair value of the reporting unit with its carrying
amount, including goodwill.  Of the fair value of the reporting unit
exceeds its carrying amount, goodwill of the reporting unit is considered not
impaired; however, if the carrying amount of the reporting unit exceeds its fair
value, an additional procedure must be performed.  That additional
procedure compares the implied fair value of the reporting units’ goodwill (as
defined in SFAS 142) with the carrying amount of that goodwill.  An
impairment loss is recorded to the extent that the carrying amount of goodwill
exceeds its implied fair value.  As of March 31, 2009 and 2008, the
Company did not have any Goodwill recorded.
 
 Revenue and Cost
Recognition:
 
 Revenue from liquidation of loans is
recognized at the time the loans are sold.  At this point, all of the
services required to be performed for such revenues have been
completed.  Loan liquidation costs and incremental direct costs are
recognized as incurred.  Incremental direct costs include credit
reports, appraisal fees, document preparation fees, wire fees, tax and filing
fees, funding fees and commissions.  Revenue from the servicing of
loans are recognized as earned.
 
 Basic
and Diluted Loss Per Share:
 
 In accordance with SFAS No. 128,
“Earnings Per Share,” the basic loss per common share is computed by dividing
net loss available to common stockholders after reducing net income by preferred
stock dividend, by the weighted average common shares outstanding during the
period.  Diluted earnings per share reflect per share amounts that
would have resulted if diluted potential common stock had been converted to
common stock.  Common stock equivalents have not been included in the
earnings per share computation for the years ended March 31, 2009 and 2008 as
the amounts are anti-dilutive.
 
 21
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED MARCH 31, 2009 AND 2008
 
 Advertising:
  The Company expenses advertising costs
as incurred.  The advertising costs for the year ended March 31, 2009
and the year ended March 31, 2008  were$0and $800, respectively.
 
 Income Taxes:
 
 The Company accounts for income taxes
under SFAS No. 109, “Accounting for Income Taxes.”  Under the asset
and liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  Under SFAS No. 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period the
enactment occurs.  A valuation allowance is provided for certain
deferred tax assets if it is more likely than not that the Company will not
realize tax assets through future operations.
 
 Stock
Issued for Services:
 
 The
Company accounts for equity instruments issued to non-employees in accordance
with the provisions of SFAS No. 123 and Emerging Issues Task Force (“EITF”)
Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services”. All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity
instrument issued whichever is more reliably measurable. The measurement date of
the fair value of the equity instrument issued is the earlier of the date on
which the counter party’s performance is complete or the date on which it is
probable that performance will occur.
 
 The
amounts that have been charged against income for those services were
approximately $23,000 and $0 for 2009 and 2008, respectively.
 
 Fair Value of Financial
Instruments:
 
 The Company has adopted SFAS No. 107,
“Disclosures About Fair Value of Financial Instruments.”  SFAS No. 107
requires disclosure of fair value information about financial instruments when
it is practicable to estimate that value.For certain of the Company’s financial
instruments including cash, receivables, and accounts payable and accrued
expenses, the carrying amounts approximate fair value due to their short
maturities.  The amounts shown for notes payable also approximate fair
value because current interest rates and terms offered to the Company for
similar debt are substantially the same.
 
 New Accounting
Pronouncements:
  In
November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of
ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter
4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handing costs, and spoilage. This statement requires
that those items be recognized as current period charges regardless of whether
they meet the criterion of "so abnormal" which was the criterion specified in
ARB No. 43. In addition, this Statement requires that allocation of fixed
production overheads to the cost of production be based on normal capacity of
the production facilities. This pronouncement is effective for the Company
beginning October 1, 2005. The Company does not believe adopting this new
standard will have a significant impact to its financial
statements.
 
 22
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED MARCH 31, 2009 AND 2008
 
 In
December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment,
which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.
SFAS No. 123(R) effective December 15, 2005, supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of
Cash Flows.  Generally, the approach in SFAS No. 123(R) is similar to
the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. As of March 31, 2009, the
Company has 2,000,000 outstanding employee stock options.
 
 (3)          
Mortgage Loans Held for Investment:
 
 The
Company acquired a portfolio of 4,466 mortgage loans of  for a value
of $5,015,485 with a face value in excess of $108 million dollars on December
31, 2007. The loans were purchased at a discount and are scheduled to be re-
performing or sold at foreclosure and liquidated for cash. Management
intends to resale the loans or work with a borrower to conform the loan into
performing status.
 
 For the
years ended March 31, 2009 and 2008, the Company sold a total of 1,292 loans for
approximately $4.9 million in revenue which includes the revenue for performing
loans before liquidation.   The recovery rate for the performing
loans was 28.4% of the Acquired Principal Value, “APV”.  As of March
31, 2009, the Company had a balance of 557 performing loans with an APV of $16.3
million with an estimated historical recovery of 28.4% or
$4,634,387.  The recorded balance of the Loans Held for Investment for
March 31, 2009 is $4,494,598.  The Company elected to value the
remaining asset at a lower cost as a reserve allowance.
 
 The
Company has a total of 2,614 non performing loans which recorded value is
$0.
 
 (4)           Property and
Equipment:
 
 Property and equipment are stated at
cost, less accumulated depreciation.  Depreciation is recorded using
the straight-line method over the estimated useful lives of the related assets,
ranging from three to thirty years. Total depreciation expenserelated to
property and equipment was $73,046 and $41,258 for the yearended March 31, 2009 and the year ended
March 31, 2008. Maintenance and repairs are charged to operations when
incurred.  Major betterments and renewals are
capitalized.  Gains or losses are recognized upon sale or disposition
of assets.
 
 A summary is as
      follows:
                                  
                                  March 31,
                                  
                                  
                                  March 31,2009
                                  
                                  
                                  2008Furniture and
      fixtures
                                  
                                  $
                                  112,413
                                  
                                  
                                  $
                                  112,413Equipment
                                  
                                  
                                  173,823
                                  
                                  
                                  
                                  172,323Leasehold
      improvements
                                  
                                  
                                  63,250
                                  
                                  
                                  
                                  63,250Software
                                  
                                  
                                  26,732
                                  
                                  
                                  
                                  24,734Less accumulated
      depreciation,
                                  
                                  
                                  (114,304
                                  )
                                  
                                  
                                  (41,258
                                  )Property and equipment,
      net
                                  
                                  $
                                  261,914
                                  
                                  
                                  $
                                  331,462
  23
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED MARCH 31, 2009 AND 2008
 
 (5)          
Notes payable:
 
 A summary
of notes payable is as follows:
 March
      31,
                                    2009
                                  
                                  
                                  March
      31,
                                    2008Unsecured
      promissory notes payable dated June 2008, to various investment entities
      bearing interest at 16% per annum, payable upon demand.
                                  
                                  $
                                  356,028
                                  
                                  
                                  $
                                  --Secured
      promissory note payable to a related party, bearing interest at 12% per
      annum, payable upon demand.
                                  
                                  
                                  192,236
                                  
                                  
                                  
                                  --Total
      notes payable
                                  
                                  
                                  548,264
                                  
                                  
                                  
                                  --Less
      current maturities
                                  
                                  
                                  (548,264
                                  )
                                  
                                  
                                  --$
                                  --
                                  
                                  
                                  $
                                  --
 
 The
following table summarizes the aggregate maturities of notes
payable:
 
 Years
      ending2010
                            
                            $
                            548,264Thereafter
                            
                            
                            --$
                            548,264
 
 Interest
expense incurred under debt obligations amounted to $46,768 and $0, for the year
ended March 31, 2009 and the year ended March 31, 2008.
 
 (6)           Commitments
and Contingencies:
 
 Operating
Leases
 
 The Company leases its facilities that
expire through the year 2010.  These agreements generally provide that
the Company pay operating costs such as taxes, insurance, and
maintenance.
 
 
 Future annual minimum payments under
operating leases are as follows:
 
 Years ending March
      31,2010
                          
                          $
                          130,341Thereafter
                          
                          
                          --$
                          130,341
 
 
 Rental expense under operating leases
for the year ended March 31, 2009 and the year ended March 31, 2008 was$104,163 and $31,962, respectively.
 
 24
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED MARCH 31, 2009 AND 2008
 
 Litigation
 
 In the normal course of business, the
Company is involved in various legal actions.  It is the opinion of
management that none of these legal actions will have a material effect on the
financial position or results of operations of the Company.
 
 (7)           Derivative
Instruments:
 The Company accounts for debt with
embedded conversion features and warrant issues in accordance with EITF 98-5:Accounting for
convertible securities with beneficial conversion features or contingency
adjustable conversionand
EITF No. 00-27:Application of issue
No 98-5 to certain convertible instruments.Conversion features
determined to be beneficial to the holder are valued at fair value and recorded
to additional paid in capital.  The Company determines the fair value
to be ascribed to the detachable warrants issued with the convertible debentures
utilizing theBlack-Scholesmethod.  Any discount derived
from determining the fair value to the debenture conversion features and
warrants is amortized to financing cost over the life of the
debenture.  The unamortized discount, if any, upon the conversion of
the debentures is expensed to financing cost on a pro rata
basis.
 Debt issue with the variable conversion
features are considered to be embedded derivatives and are accountable in
accordance with FASB 133;Accounting for
Derivative Instruments and Hedging Activities.  The fairs value of the
embedded derivative is recorded to derivative liability.  This
liability is required to be marked each reporting period.  The
resulting discount on the debt is amortized to interest expense over the life of
the related debt.As of March 31, 2009 and
March 31, 2008 the Company did not have any value relating to its issued options
and warrants, See footnote (8) and (9).
  (8)Equity:
  Common Stock TheCompany is authorized to issue
75,000,000 shares of common stock. There were 8,577,779 and
2,597,500 shares of common stock outstanding as of March 31, 2009 and 2008,
respectively.  The holders of common stock are entitled to one vote
per share on all matters submitted to a vote of stockholders and are not
entitled to cumulate their votes in the election of directors.  The
holders of common stock are entitled to any dividends that may be declared by
the Board of Directors out of funds legally available therefore subject to the
prior rights of holders of any outstanding shares of preferred stock and any
contractual restrictions we have against the payment of dividends on common
stock. In the event of our liquidation or dissolution, holders of common stock
are entitled to share ratably in all assets remaining after payment of
liabilities and the liquidation preferences of any outstanding shares of
preferred stock.  Holders of common stock have no preemptive or other
subscription rights and no right to convert their common stock into any other
securities.
 
 Warrants As of March
31, 2009 and 2008, there are warrants outstanding to purchase a total of
2,853,175 and 0 shares of our common stock, respectively.  The
warrants may be exercised at price of $1.50 and expire on November 1, 2013 The
fair value for these options was estimated at the date of grant using a
Black-Scholes pricing model with the following weighted-average assumptions for
the year ended March 31, 2009: risk free rate of 3.5%; no dividend yield and
volatility factors of the expected market price of the Company's common stock of
(465%).  For the years ended March 31, 2009 and March 31, 2008, the
Company had no value associated with the warrants and has not recorded an
expense relating to such.
 
 25
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED MARCH 31, 2009 AND 2008
 
 (9)          
Stock Option Plan:
 
 In
December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment,
which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.
SFAS No. 123(R) effective December 15, 2005, supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of
Cash Flows.  Generally, the approach in SFAS No. 123(R) is similar to
the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. As of March 31, 2009, the
Company has 2,000,000 outstanding employee stock options.
 
 We
generally recognize compensation expense for grants of restricted stock units
using the value of a share of our stock on the date of grant. We estimate the
value of stock option grants using the Black Scholes valuation model. Stock
compensation is recognized straight line over the vesting period.
 
 2008
Stock Option Plan provides for the grant of 4,000,000 incentive or non-statutory
stock options to purchase common stock. Employees, who share the responsibility
for the management growth or protection of the business of the Company and
certain Non-Employee (“Selected Persons”), are eligible to receive options which
are approved by a committee of the Board of Directors.  These options
primarily vest over five years and are exercisable for a ten-year period from
the date of the grant.
 
 The fair
value for these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions for the
year ended March 31, 2009: risk free rate of 3.5%; no dividend yield; volatility
factors of the expected market price of the Company's common stock of (465%);
and weighted-average expected life of the option of five years.
 
 The
Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options which have no vesting restrictions and are fully
transferable.  In addition, option valuation models require the input
of highly subjective assumptions including the expected stock price
volatility.  Because the Company’s employee stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, in management’s opinion, the existing models do not
necessarily provide a reliable single measure of the fair value of its employee
stock options.
 
 For the
years ended March 31, 2009 and March 31, 2008, the Company had no value
associated with the options and has not recorded an expense relating to such.
 A summary
of the Company’s stock option activity follows:
 
 March
      31, 2009
                                                        
                                                        
                                                        March
      31, 2008Weighted
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        WeightedAverage
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        AverageExercise
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        ExerciseOptions
                                                        
                                                        
                                                        Price
                                                        
                                                        
                                                        Options
                                                        
                                                        
                                                        PriceOutstanding
      -beginning
      of year
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        --Granted
                                                        
                                                        
                                                        2,000,000
                                                        
                                                        
                                                        $
                                                        0.50
                                                        
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        --Exercised
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        --Cancelled
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        --Outstanding
      -end
      of year
                                                        
                                                        
                                                        2,000,000
                                                        
                                                        
                                                        $
                                                        0.50
                                                        
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        --Exercisable
      - end of year
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        --
                                                        
                                                        
                                                        
                                                        --
 
 
 26
 
 LIBERTY
CAPITAL ASSET MANAGEMENT, INC.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED MARCH 31, 2009 AND 2008
 
 (10)         Deferred Income
Taxes:
 
 Income
taxes are generally provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the basis of fixed assets for financial
and income tax reporting.
 As of
March 31, 2009, the Company has a net operating loss carry forward of
approximately $660,000 for tax purposes, which will be available to offset
future taxable income.  If not used, this carry forward will begin to
expire in 2023 and 2024.  The deferred tax assets relating to the net
operating loss carry forward has been fully reserved as of March 31,
2009.  There were no significant timing differences between tax and
book income in either 2009 or 2008.
 
 (11) Related-Party
Transactions:
 
 The Company’s CEO and Director, Michael
A. Barron advanced the Company a total of $415,508 for the year ended March 31,
2009.  The Company made payments of $223,272 towards the advance
leaving a balance at March 31, 2009 of $192,236.The indebtness bears
interest at 12% per annum and is secured by substantially all the assets of the
corporation.
 
 
 27
 
 Item
9.          Changes In and
Disagreements with Accountants on Accounting and Financial
Disclosure
 
 None.
 
 Item
9AT.    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 March 31, 2009. 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 March
31, 2009, our disclosure controls and procedures were (1) effective in that they
were designed to ensure that material information relating to us is made known
to our chief executive officer and chief financial officer by others within the
Company, as appropriate to allow timely decisions regarding required
disclosures, and (2) effective in that they provide that information required to
be disclosed by us in our reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and
forms.
 
 Management’s Responsibility
for Financial Statements
 
 Our
management is responsible for the integrity and objectivity of all information
presented in this Annual Report on Form 10-K. The consolidated 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 consolidated
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.
  Management’s Report on
Internal Control Over Financial Reporting
 
 Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting and for the assessment of the effectiveness of
internal controls over financial reporting. The Company's internal control
system over financial reporting is a process designed under the supervision of
the Company's chief executive officer and chief financial officer to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the consolidated financial statements in accordance with U.S.
generally accepted accounting principles.
 
 The
Company's management, including its principal executive officer and principal
financial officer, conducted an evaluation of the effectiveness of its internal
control over financial reporting based on the framework in "Internal
Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on its evaluation under the
framework in "Internal Control-Integrated Framework", the Company's management
concluded that the Company's internal control over financial reporting was
effective as of March 31, 2009.
 
 All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions.
 
 This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the SEC that permit the
company to provide only management's report in this quarterly
report.
 
 Changes in Internal Control
Over Financial Reporting
 
 There
were no changes during the year ended March 31, 2009 in our internal control
over financial reporting or in other factors that materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.
 
 28
 
 Item
9B.      Other Information
 
 None
 
 PART
III
 
 Item
10.       Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section 16(a) of the Exchange
Act
 
 Directors
and Executive Officers
 
 The
following table sets forth information regarding our executive officers and
directors:
 
 Name
                Age
                OfficeMichael
      A. Barron
                58
                Chief
      Executive Officer and ChairmanJoseph
      Cosio-Barron
                60
                DirectorLee
      Shorey
                64
                Chief
      Financial Officer, Secretary, Treasurer and DirectorJustin
      W. Yorke
                43
                DirectorGary
      Gusaumo
                43
                Director
 
 Directors
hold office for a period of one year from their election at the annual meeting
of stockholders and until their successors is duly elected and qualified.
Officers are elected by, and serve at the discretion of, the Board of Directors.
None of the above individuals has any family relationship with any
other.
 
 Michael A.
Barron,Chief Executive Officer and Chairman,
58
 
 Mr. Barron has been a developer of new
business enterprises for nearly 30 years.Mr. Barron began his career in 1971
where he was the Senior Planner for the City ofMontereyand was the HUD liaison for the City’s
downtown redevelopment project. He master planned the city’s redevelopment of
famous Cannery Row, Fisherman’s Wharf, and was Secretary of the Architectural
Review Committee. Mr. Barron was the founder of Citidata, the first electronic
provider of computerized real estate multiple listing service (MLS) information
in the nation from 1975 to 1979. Citidata became the nation’s largest provider
of electronic real estate information and was sold to Moore Industries in 1979.
In June 1979, TRW hired Mr. Barron to develop its real estate information
services division (TRW/REIS) that acquired 11 companies in the field and
eventually became the world’s largest repository of real estate property
information - Experian. In November 1988, he founded and served as President,
until 1992, of Finet Holdings Corporation (NASDAQ:FNCM), a publicly traded
mortgage broker and banking business specializing in e-mortgage financing on
site in real estate offices and remote loan origination via the Internet
(www.finet.com). The company was publicly traded and maintained a market
capitalization of $500 million. From March 1995-1998, Mr. Barron pioneered the
first nationwide commercially deployed video conference mortgage financing
platform for Intel Corporation which as a licensed mortgage banker and broker in
20 states funded over $1 billion in closed loans. He later went on to serve as
CEO for Shearson Home Loans and founded Liberty Capital, a $100 million asset
management company based inLas Vegas,Nevada. Mr. Barron holds a B.S. degree fromCaliforniaPolytechnicUniversityand has completed courses in the MBA
program at UCLA.
 
 29
 
 Joseph A. Cosio-Barron , Director,
60
 
 Prior to joining the Company from
1996-2002 Mr. Cosio-Barron served as the Managing Partner and President of CBS
Consultants, Inc. a financial firm offering highly specialized services in
Securities compliance, development and lending for hotels, resorts, and casinos.
From 1991-1996 he served as the Executive Vice President of Finet Holdings
Corporation, a Delaware Corporation. As Executive Vice President, he was
entirely responsible for all securities compliance and legal affairs. From
1980-1990 he served as President of Terra West Construction, a company, which he
founded which in addition to building single-family subdivisions, strip,
centers, duplex and four plex units also developed syndications and formed
limited partnerships for large-scale developments throughout California. From
1973-1980, he served as Senior Vice-President of Multi-Financial Corporation, a
real estate investment firm that both owns and manages commercial, retail, and
residential income properties in Northern California. Mr. Cosio-Barron holds a
BA in Business Management, San Francisco State College, and a Law Degree fromGolden GateUniversity.
 
 Lee W. Shorey, CFO,64
 
 Mr. Shorey was the Controller and CFO
for Virtual Mortgage Network Inc from April 1995 through August 1998. While
there his responsibilities included all Human Resources activities and Benefits
Administration for 300+ employees, administration of payroll, assisting with
general accounting activities, supervise training and facilities. Served on
Board of Directors for 1 1⁄2 years. From January 1991 to March 1995 Mr. Shorey was
Controller for Finet Corporation (NASDQ:FNCM).  He managed all general
accounting activities. Set goals for production staff. Prepared monthly analysis
of cash flow including payroll, benefits, licensing issues and legal compliance.
Included on Management Committee to prepare and review budgets, growth planning
and analysis of plan vs. actual results. Prepared material for potential
investors, assisted activities with various private placements, assisted with
CPA audits of the Company records. From January 1987 to January 1991, he was
Vice President Operations at American Financial Network Inc. He supervised
activities related to sales development. Developed policy and procedures manuals
for maintaining client statistics for general operations and business
development.  Initiated and implemented an accounting and tracking system
for real estate office sales activities. Supervised the accounting set-up and
trained accounting staff in document preparation.
 
 Justin
W. Yorke, Director 43
 
 Mr. Yorke
currently is the managing member of two hedge funds that invests primarily in
publicly listed companies  Until December 2001, Mr. Yorke was a
partner at Asiatic Investment Management, which specialized in public and
private investments in South Korea. From May 1998 to June 2000, Mr. Yorke was a
Fund Manager and Senior Financial Analyst, based in Hong Kong, for Darier
Henstch, S.A., a private Swiss bank, where he managed their $400 million Asian
investment portfolio. From July 1996 to March 1998, Mr. Yorke was an Assistant
Director and Senior Financial Analyst with Peregrine Asset Management, which was
a unit of Peregrine Securities, a regional Asian investment bank. From August
1992 to March 1995, Mr. Yorke was a Vice President and Senior Financial Analyst
with Unifund Global Ltd., a private Swiss Bank, as a manager of its $150 million
Asian investment portfolio.  Mr. Yorke is the Chairman of the Board of
JED Oil and a Director of JMG Exploration, both publicly traded companies in the
United States.
 
 30
 
 Item
11.       Executive
Compensation.
 
 SUMMARY
COMPENSATION TABLE
 
 Name
      and Principal Position
                      Salary
                        ($)
                      Bonus
                        ($)
                      Stock
      Awards
                        ($)
                      Option
                        Awards
                        ($)
                      Non-Equity
                        Incentive
      Plan Compensation
                        ($)
                      Nonqualified
                        Deferred
      Compensation
                        Earnings
                        ($)
                      All
      Other Compensation
                        ($)
                      Total
                        ($)Michael
      A. Barron,
                        Chief
      Executive Officer and Chairman
                      2009
                        2008
                        2007
                      $120,000
                        $90,000
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      $120,000
                        $90,000
                        --Joseph
      Cosio-Barron,
                        Legal
      and Director
                      2009
                        2008
                        2007
                      $120,000
                        $90,000
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      $120,000
                        $90,000
                        --Lee
      Shorey
                        Chief
      Financial Officer, Secretary and Treasurer
                      2009
                        2008
                        2007
                      $75,000
                        $56,250
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      --
                        --
                        --
                      $75,000
                        $56,250
                        --
 
 Employment
Agreements
 
 Our employment agreement with Michael
Barron requires him to perform the duties of Managing Director - at an annual
salary of $120,000.  He received 1,000,000 shares of restricted stock,
which vests ratably on a monthly basis during the first two years of the term of
the agreement.  He also received an option to purchase 1,000,000
shares of common stock at a price of $0.50 per share.  In addition,
Mr. Barron is entitled to receive a performance bonus if our actual revenues and
net income equals or exceeds projected revenues and net income.  His
performance bonus will be equal to the percentage of his annual salary equal to
50% plus the percentage by which actual income exceeds projected
income.  He is entitled to the same benefits afforded to other
executives.  He is also entitled to a car allowance of $1,000 per
month.  His employment agreement provides that if we terminate him
without cause, he is entitled to receive a lump sum payment equal to twice his
annual salary plus the present value of a performance bonus computed on the
basis that we achieve all of our performance targets.  Mr. Barron’s
employment agreement commenced as of January 1, 2008.
 
 Our employment agreement with Joseph
Cosio-Barron requires him to perform the duties of Managing Director – Legal at
an annual salary of $120,000.  He received 1,000,000 shares of
restrictive stock, which vests ratably on a monthly basis during the first two
years of the term of the agreement.  He also received an option to
purchase 1,000,000 shares of common stock at a price of $0.50 per
share.  In addition, Mr. Cosio-Barron is entitled to receive a
performance bonus if our actual revenues and net income equals or exceeds
projected revenues and net income.  His performance bonus will be
equal to the percentage of his annual salary equal to 50% plus the percentage by
which actual income exceeds projected income.  He is entitled to the
same benefits afforded to other executives.  He is also entitled to a
car allowance of $1,000 per month.  His employment agreement provides
that if we terminate him without cause, he is entitled to receive a lump sum
payment equal to twice his annual salary plus the present value of a performance
bonus computed on the basis that we achieve all of our performance
targets.  Mr. Cosio-Barron’s employment agreement commenced as of
January 1, 2008.
 
 Code
of Ethics
 
 The
Company has not yet adopted a Code of Ethics that applies to the Company’s
principal executive officer, principal financial officer and principal
accounting officer, but expects to in the near future.
 
 31
 
 Director
Compensation
 
 We currently do not compensate our
directors for attending Board meetings, but we do reimburse them for
out-of-pocket expenses. Each Director receives an annual issuance of 50,000
shares for service on the Board of Directors.
 
 Director
Independence
 
 Two of
our directors are independent directors, using the NASDAQ definition of
independence.
 
 Nominating
Committee
 
 We do not
have a separately designated nominating committee because the board makes all
decisions regarding director nominations.
 
 Stock Option Plan
 
 Our Board of Directors has adopted a
stock option plan and reserved an aggregate of 4,000,000 shares of common stock
for grants of restricted stock and stock options under the plan.  The
purpose of the plan is to enhance the long-term stockholder value of the Company
by offering opportunities to officers, directors, employees and consultants of
the Company to participate in our growth and success, and to encourage them to
remain in the service of the Company and acquire and maintain stock ownership in
the Company.
 
 As ofMarch 31, 2009, there were2,000,000outstanding options to purchase shares
of common stock held by Michael Barron and Joseph Cosio-Barron, described
below.
 
 The plan is currently administered by
our Board of Directors, which has the authority to select individuals who are to
receive grants under the plan and to specify the terms and conditions of each
restricted stock grant and each option to be granted, the vesting provisions,
the option term and the exercise price.  Unless otherwise provided by
the Board of Directors, an option granted under the plan expires 10 years from
the date of grant (5 years in the case of an incentive option granted to a
holder of 10% or more of the shares of the Company’s outstanding common stock)
or, if earlier, three months after the optionee’s termination of employment or
service.  Options granted under the plan are not generally
transferable by the optionee except by will or the laws of descent and
distribution and generally are exercisable during the lifetime of the optionee
only by such optionee.  The plan is subject to the approval of the
stockholders within 12 months after the date of its
adoption.
 
 The plan will remain in effect for 10
years after the date of its adoption by our Board of Directors.  The
plan may be amended by the Board of Directors without the consent of the
“Company’s stockholders, except that any amendment, although effective when
made, will be subject to stockholder approval if required by any Federal or
state law or regulation or by the rules of any stock exchange or any automated
quotation system on which the Company’s common stock may then be listed or
quoted.  The number of shares received under the plan and the number
of shares subject to outstanding options are subject to adjustment in the event
of stock splits, stock dividends and other extraordinary corporate
events.
 
 STOCK OPTION GRANTS IN FISCAL YEAR
2009
 
 INDIVIDUAL GRANTS
 Name
                Number of Securities Underlying
      Options Granted (#) (1)
                Percent of Total Options Granted
      to Employees in Fiscal Year (%)
                Exercise Price ($ Per
      Share)
                Expiration
    DateMichael
    Barron
                1,000,000
                50%
                $     .50
                1/31/13Joseph
      Cosio-Barron
                1,000,000
                50%
                $     .50
                1/31/13
 
 
 32
 
 Item
12.       Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters.
 
 The following table sets forth, as of
the date of this Offering Memorandum, the name and the approximate number of
shares of common stock of the Company owned of record or beneficially by each
person who owns of record, or is known by the Company to own beneficially, more
than five percent (5%) of the Company’s common stock, and the name and
shareholdings of each officer and director, and of all officers and directors as
a group as of the date of this Memorandum and as adjusted to reflect the sale of
the securities offered hereby.
 
 Name
      and Address of Beneficial Owner (1)
                Number
      of Shares
                  Beneficially
      Owned (2)
                %
      of Common
                  Stock
      Beneficially
                  Owned
      (3)Michael A. Barron, CEO and
      Director (2)
                2,010,559
                19.0%Joseph Cosio Barron, Director
      (3)
                1,966,759
                18.6%Lee
      W. Shorey, CFO, Secretary, Treasurer and Director
                36,000
                0.003%All
      Officers and Directors as a group (3 persons)
                4,013,318
                37.9%
 
 (1)
              The
      address of each of the beneficial owners is 2470 St. Rose Parkway, Suite
      314, Henderson, Nevada 89074, except as
  indicated.
 (2)
              Includes
      options to purchase 1,000,000 common shares as well as shares owned by
      Excalibur Consulting of which Mr. Barron, is a
  principal.
 (3)
              Includes
      options to purchase 1,000,000 common shares as well as shares owned by CBS
      Consultants of which Mr. Cosio Barron, is a
  principal.
  Item
13.       Certain Relationships and Related
Transactions and Director Independence
 
 Two of
our directors are independent directors, using the NASDAQ definition of
independence.
  The Company’s CEO and Director, Michael
A. Barron advanced the Company a total of $415,508 for the year ended March 31,
2009.  The Company made payments of $223,272 towards the advance
leaving a balance at March 31, 2009 of $192,236.The indebtness bears
interest at 12% per annum and is secured by substantially all the assets of the
corporation.
 Item
14.       Principal Accountant Fees and
Services
 
 The
Company retained Pollard Kelley Auditing
Services Inc .as the Company's independent auditor and to examine the
financial statements of the Company for the fiscal years ended March 31, 2009
and March 31, 2008.  Pollard Kelley Auditing
Services Inc. performed the services listed below and was paid the fees
listed below for the fiscal years ended March 31, 2009 and 2008.
  Audit
Fees
 
 Pollard
Kelley Auditing Services Inc. expects aggregate fees of approximately $14,000for the
fiscal year ended March 31, 2009, for professional services rendered for the
audit of the Company's annual financial statements and for the reviews of the
financial statements included in the Company's quarterly reports on Form
10-Q.
 
 Audit
Related Fees
 
 Pollard Kelley Auditing
Services Inc. were not paid additional fees for the fiscal year ended
March 31, 2009 for assurance and related services reasonably related to the
performance of  the audit or review of the Company's financial
statements.
 
 33
 
 Tax
Fees
 
 Pollard Kelley Auditing
Services Inc .estimates fees in the amount of $0 for the fiscal year
ended March 31, 2009 for professional services rendered for tax compliance, tax
advice and tax planning.
 
 All
Other Fees
 
 Pollard Kelley Auditing
Services Inc. was not paid any other fees for professional services
during the fiscal years ended March 31, 2009 or March 31, 2008.
 
 Audit
Committee
 
 The
Company does not have an audit committee.
 
 PART
IV
 
 Item
15. Exhibits, Financial Statement Schedules.
  1.
                  
                  Financial
      Statements:The
      following financial statements are included in Item 8 of this
      report:Consolidated
      Balance Sheets as of March 31, 2009, and March 31,
    2008.Consolidated
      Statements of Operations for the fiscal years ended March 31, 2009
      and March 31, 2008.Consolidated
      Statements of Cash Flows for the fiscal years ended March 31, 2009
      and March 31, 2008Consolidated
      Statements of Stockholders’ Equity and Comprehensive Income for the fiscal
      years ended March 31, 2009 and March 31,
2008.Notes
      to Consolidated Financial Statements.Report
      of Independent Registered Public Accounting Firm.
  34
  2.   Exhibits:
 
 Exhibit
      No.
                      
                      Description3.2
                      
                      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).3.4
                      
                      Amended
      Articles of Incorporation (incorporated herein by reference to
      Exhibit 10.3 to Form 8-K , filed on November 25,
      200810.1
                      
                      Common
      Stock Purchase Agreement dated November 3, 2008, between Liberty Capital
      Asset Management, Inc. and Corporate Outfitters Inc.(incorporated herein
      by reference to Exhibit 10.1 on Form 8-K, as filed on November
      25, 2008)10.2
                      
                      2008
      Stock Option Plan dated November 1, 2008.23.1
                      
                      Consent
      of Independent Registered Public Accounting Firm.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
                      
                      Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002.
 35
 
 SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 
 
 By:/s/
      Michael A.
      Barron
              July 14,
    2009Chief Executive
      Officer(Principal
      Executive)By:/s/Lee
      Shorey
              July 14,
    2009Chief Financial
      Officer(Principal Accounting
      Officer)
   
 36